


Equestrian Heroes

by Kyuubi16



Category: My Little Pony: Friendship is Magic, Naruto
Genre: Adaptation, Adventure, Anal Sex, Anthropomorphic, Canon Compliant, Canon Related, Character Death, Come Swallowing, Comedy, Doggy Style, Drama, Drunk Sex, Explicit Sexual Content, F/F, F/M, Fluff, Harems, Herding, Het, Heterosexual Sex, Heterosexuality, Hurt/Comfort, Lemon, Multi, Oral Sex, Romance, Rough Sex, Season/Series 01, Season/Series 02, Season/Series 03, Season/Series 04, Season/Series 05, Series, Sexual Content, Shower Sex, Unresolved Sexual Tension, Violence, Woman on Top, Yuri
Language: English
Status: In-Progress
Published: 2015-03-10
Updated: 2016-07-30
Packaged: 2018-03-17 06:40:27
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 20
Words: 90,729
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3519197
Author URL: https://archiveofourown.org/users/Kyuubi16/pseuds/Kyuubi16
Summary: <blockquote class="userstuff">
              <p>Naruto takes the chance to live a second more peaceful life. Ending up in a world of  magic he must now must learn  the customs and make the best of things in this strange new world.  During this he befriends  Twilight and the other Elements of Harmony along with the many other ponies in Equestria. A story where laughter is shared, tears are shed, and the bonds of friendship and love are tested in this reimagining.  Despite the gore tag it won't be needlessly gruesome or torture of our favorite ponies.</p>
            </blockquote>





	1. Request of a Princess

Equestrian Heroes  
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Naruto x ?  
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Story Start  
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The Bipedal equine continued his walk down the long hallway of the eloquent castle as the soft echoing of his hooved feet echoed along the marbled floor of the castle. He came to a stop in front of two ashen grey furred figures standing guard in front of the lavish double doors. They were both dressed in golden armor that dimly gleamed in the sunlight while being full body so that the vital organs weren’t exposed.

They stood aside, allowing the blond entrance to the private study of the Princess. Few people were allowed access to this room. "Princess Celestia?"

He had only encountered the princess a few times, their first meeting being the only one with prolonged discussion. He had remembered that day quite well, it was a warm and sunny evening. The windows were cracked open so the room was far from stuffy unlike many of the archive rooms within the castle. He had been trying to gather information on this world in hopes of getting a reference to the special distortion that he had to fallen through.

To his surprise when the Princess had entered the archive she had been observing him for some time. It wouldn’t be until later that he would learn that she was assessing if he was a threat or not or what his motives were. He had struck up a conversation with her with such casualness that it had caught her off guard. After all between her immense magical powers along with the fact she was the one responsible for raising the Sun and Moon she was heralded as a Goddess.

In comparison to all others she was by far rather statuesque in comparison to all other ponies. She was a good few inches above eight feet tall towering over most of her subjects. Her fur was white, pure, the coat having a sort of a faint luminescence glow to it with her mane a soft and shimmery polychromatic pattern of colors including a light turquoise, violet crystal, and with shades of cerulean and cobalt. Her form was voluptuous with an ample chest, long legs and an all around appealing figure. She was wearing a white laced dress that loomed down to her ankles with the rest of her outfit consisting of a golden crown with an assortment of royal gems encrusted in it along with golden horse shoe adornments that she wore on her hooves.

The room was rather modest, it was large enough to be filled with a few dressers filled with parchments and books. There were several windows with violet and gold trimmed window curtains as sun rays shined into the room. The desk was also of a fine imported wood with the look of a black leather sort of texture. There behind the desk sat Celestia who seemed to be going over a scroll.

 

 

 

“Naruto!” Princess Celestia said. "Please, come in! It is good to see you again!"

"Hello, Princess," Naruto said. "It's good to see you, too."

Celestia walked towards Naruto. "I asked the guards to clear the Glass Hallway, so we could speak there in private," she said. "I hope you don't mind?"

“Not at all I just feel glad I’ll finally be able to pay you back.” He said as he glanced to the side and took in his appearance in the mirror. It was something he had spent a great deal having to adjust to when he woke up as a bipedal equine.

It took him a great deal of time to get used to this body. He spent far more effort on tuning up his physical body this time around. His arms and legs were more defined with muscles as well as his abs thanks to all the physical work he had partaken in. The outfit he was currently wearing though had hid most of that. He was only able to do so thanks to Celestia providing him some bits so he could start up a livelihood of sorts in the town he was living in.

He was wearing black uniform pants and a dark blue shirt that was made of a slightly inferior material than that of the fine material used by the military. The material came from up north and quite costly, but it was worth it due to the strength of the material and its weather resistance, but seeing as Naruto wasn’t a guy who had experience or knowledge in fashion he couldn’t make out the details of the economics or the quality of it. “Not to mention I’ve always been curious about the story behind those images.”

“Very well…follow me.” Celestia smiled. She led Naruto out of the room and together, they went to the Glass Hallway.  
Naruto had only been through the Glass Hallway once and that was when he had sneaked in. It was an evening in March in which his attempts to meet the Princess was rebuffed by guards and novel a like at the topic of some no name riffraff would have the gall to try and speak with the Princess. He assumed his mannerisms and lack of high society knowledge made It easy to spot out that he didn’t belong.

As she led him down the hallway he saw many images. A few of them were rather interesting and he couldn’t wait to hear the story behind them. One was of a red skinned Centaur being banished into a pit of sorts. Another was of Celestia and a pink Alicorn. That was an interesting term as it was a pony with both wings and horn which Celestia was both blessed with. In comparison to Pegasus’s the Princesses wing span was large and majestic like a swan not to mention her horn had enough length to it to be comparable to a saber.

He was jarred from his thoughts when she began speaking. “I suppose you’re wondering why I sent you a letter requesting your presence.” Princess Celestia said. "I have need for your knowledge.”

“I’m not sure if I’m the best pony to come to for knowledge.” Naruto said. When he had been caught by the Princess in her study he decided to be honest and hope to appeal to her sense of mercy. Prior to his arrival he had heard much about the Princess’s character and hoped what he had learned about her was true. Revealing that he was not a pony but a human who traveled through dimensions and taking the form of a pony, it was still hard to wrap his head around the ponies of this world and of his old world were considered the same species.

“Your knowledge in this particular matter is quite unique. Considering your own past I could trust no one else with such an important task. I need your help in preparation for Nightmare Moon’s return.” The sound of hoof steps came to a stopped as the Princess paused. Those pale magenta eyes settled on the blond whose eye lids settled slightly and he cradled his elbows.  
He was contemplating her windows, his soft exhale and slow and subtle body movements betrayed his uneasiness. He had come across reference of her during his research into important and powerful historical artifacts. There were very few mentions or suggestions of something called the Elements of Harmony which he only learned of thanks to Kage Bunshin. It was the knowledge feedback that the jutsu gifted him being the major factor of why he had even discovered the information considering he wasn’t the most astute student. “So she’s more than just a myth huh?”

“Indeed,” she answered with a nod. “Four months from now a thousand years will have passed since I’ve seen her…”

“…on the day of the Summer Sun Festival.” He finished as he realized on what day the deity’s release fell on. “What can I do?” He would be of no assistance to her. No matter how much stride he had made in this body he was far from his past level of strength. Maybe if he had his strength from the Fourth War he could assist Celestia, but he was only at the level of strength he achieved before he had fought Nagato. Adjusting to this current body was more difficult then he had hoped when he started to train himself back up again.

“I am no longer capable of taking on Nightmare Moon. The Elements of Harmony are the only force capable of stopping her and I’m no longer capable of wielding them.” The words she spoke seemed rather measurable, but Naruto chalked it up to it being personal history.

“So the issue is finding someone who can?” he theorized.

“There are six elements representing Harmony itself Honesty, Kindness, Loyalty, Generosity, Laughter, and Magic. For the past few years I have taken the pony who I believe is the Element of Magic, Twilight Sparkle, as my student.”

Naruto definitely recognized the name as Celestia had mentioned her before in passing. She had expressed her concerns with the mare’s rather antisocial behavior. He had as of yet met Celestia’s student as the two would just miss each other. “What about the others?”

“Unfortunately that has been a matter that remains unsolved. For the past two decades I have been searching from town to town of any possible Element candidates, but that has proven unsuccessful not to mention what knowledge I have on the elements ensured that Magic is the spark that ties them together. My attempts to encourage Twilight to make friends have been less than fruitful and time is running out. There is one last town that has been unchecked and I believe its possible the candidates are there and if they are it is my hope that Twilight will form a bond with them. Seeing as you are a citizen of Ponyville I theorized that it may be possible you have your own thoughts on possible candidates. There is also the fact that I wish to have a second opinion and that I am merely not imposing my wishes and hopes upon the ponies not to mention your more familiar relationship with them so you would give yourself a better insight of their genuine qualities.”

“I see,” he simply stated as he went over Celestia’s confession. It made sense, after all if Celestia had spent all this time looking for the other bearers with only Ponyville left for this year’s search. Not to mention he would know these ponies on a more personal level meaning he would know if the mare was simple and truly honest and not just someone who was honest most of the time. “Very well Princess I’m more than happy to help you, but say even if I do have some ponies in mind, what happens next?”

“I already have plans to send my protégé to help organize the preparations for Ponyville.”

He nodded as he went over the traits again. Honesty. Laughter. Generosity. Loyalty. Kindness. Five ponies capable of wielding legendary artifacts and he would only have a few months to figure them out. “I see, and when do I start?”  
“Immediately.” Celestia said. "This is of the utmost importance."

“Princess I assure you that I’ll do everything I can to help you. Ponyville, no Equestria has become my home now. I will protect it no matter what.”

"Excellent," Celestia said. "I knew I could depend on you. Let's make preparations immediately." She said as she beckoned the blond to follow her.


	2. Finding the Elements!

**Summary for the Chapter:**

> Now task with such an important duty Naruto observes the ponies of ponyville to see who could be the Element bearers.

Equestrian Heroes

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Naruto x ?

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Story Start

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Mayor Mare was by far among the most normal and stable of ponies. She was wearing a suit with a tie a shade darker than the color of her light grayish amber coat. The mare looked about in her early thirties with a nice fit figure with her light grey mane. Though what few people fail to realize was that their mayor was not as old as her coloration on her mane and tail would suggest, but the fact she hardly looked a day over thirty had them assume she merely looked young for her age.

"The choir will be seated over there," the elder mare said. "Princess Celestia will be behind the onstage curtain until I introduce her."

"What about food?" Naruto asked. Since Celestia had sent him as a liaison of sorts he would be able to make subtle suggestions of the Mayor on which ponies would be the best for certain positions for the celebration.

"Nopony has volunteered to help with the food yet," Mayor Mare informed him as she went over the checklist of names on the clipboard she was carrying. "There is still a lot to work out with the scheduling of the weather along with the seating and clean-up the organization will have to handle."

 

 

 

"Well Mayor I'll let you know if I happen to find anyone who can volunteer." He stated as he mentally began making a list of ponies who might fit the criteria. He was going to have to go down the list one by one.

Cheerilee was without a doubt one of the sweetest ponies that Naruto knew. She was also rather cute and had a kind heart. Her fur coloration was one of the more unique shades in the town of Ponyville with a cerise coat and a very pale rose with her mane a very pale cerise mane. Her outfit consisted of a very modest green and orange pattern ankle length skirt simple short-sleeved white buttoned shirt with knee-length socks and flats. Her outfit highlighted a nice figure with nice hips, but she was someone of a more reserved nature so her look was rather classy.

She was one of the ponies that he felt qualified as an element. Naruto knew Cheerilee enough that she liked spending her Saturdays in the park reading and taking in the fresh air. Because of the tight-knit nature of the town it was easy to develop a tight-knit circle of friends. "So how have you've been doing Cheerilee?"

 

 

 

 

 

"Things have been pleasant as always. How was your trip?" Cheerilee asked.

"Interesting," he began as some ponies traveled by and waved. "I always enjoy traveling when I can."

The small talk was of simple things really. Like how their day went and speculation of how the Summer Sun Festival was going to entail. It grew late into the afternoon before Naruto bid her goodbye with promises of getting together for Lunch sometime.

Naruto concluded the day with a light meal of celery soup, something that took him a long time to adapt to as he compiled the notes he made.

Cheerilee

A very kind and light-hearted mare that enjoyed teaching children.

Friendly and sociable.

She was a good candidate for the elements of Generosity and Kindness, but her talents lie within teaching. The only volunteer work she could conceivably do for the festival was cleanup.

Naruto decided to move to the next pony on his list Ditzy Doo. Naruto made his way to where Ditzy lived in one of the small houses that bordered near the shopping section of the town.

Ponyville wasn't a large town with a population capping at nearly 400 ponies. With Dinky in school and Amethyst at the academy there was one place where he would find his wide-eyed buddy.

So he went along one of the dirt trails towards one of Ponyville's farm. The most important crops that made up a lot of the town's Agriculture consisted of Apples and Carrots. The carrot farm owned by none other than a mare by the name of Golden Harvest or known by her closest friends as Carrot Top thanks to the color of her mane and that farming carrots was her special talent.

The trail to the Carrot farm was a nice mile and a half hike along one of the trails. He made his way across an intersecting path as Harvest's property came into sight. He eventually made his way to the porch which was a little worn down with patches of hole in the ground. Behind the tinted windows one could make out a curtain shielding the inside of the home from prying eyes with a bug zapper hanging not too far by one of the wooden planks.

Naruto gave a knock on the door and called out to carrot top. "Coming!" a light, almost feathery voice had called out. Opening the door stood the form of Golden Harvest, a carrot orange mane mare with a slender figure bright emerald-green eyes and pale yellow skin. She was wearing a red top underneath overalls showing off tone legs cultivated from being a farmer. Like most farmers there were light callouses on her hands from all the farm work. Though seeing as Harvest was the only one who owned and managed the farm it was small compared to others that worked in said business. "Hey there Naruto. How can I help you?"

"Hey there Carrot have you happen to see Ditzy? She wasn't home so I thought I checked here."

"No, she's out at the market to restock my fridge since she cleaned it out again." She remarked with a look mixed between a deadpan and a grimace.

A light chuckle escaped his lips. Golden invited Naruto into her home as his heavy footsteps creaked against the wooden floor board. They entered the kitchen in wear Golden was brewing some hot water for coffee. As Naruto looked around he noticed Carrot had some new wall paper installed as he continued observing the room. The table was new no longer would anyone using it and deal with the squeaks thanks to the bad leg.

"So why are you looking for Ditzy? Something up?" she wondered as she finished pouring the coffee and went to the counter and began cutting out a slice of cake. "Want some cake?"

"No thanks," he kindly refused as he began adding cream and sugar. "Anyway the reason I've been looking for Ditz is for preparation for the festival coming up, speaking of which Carrot this would be a nice opportunity to get some advertisement for your farm if you volunteer. There's still a spot for a food vender to set up shop."

"Aww, I would really like to do so, but I'm going out-of-town. I'm visiting my Grandma for her birthday, but you could always try the apples." She suggested before she turned her body sideways in the chair to still a glance behind Naruto to check the time on the grandfather clock in the hall. "Now where is that mare?"

"So how did you and Ditzy meet?"

Besides Carrot Top he was the only other person that could be called Ditzy's friend. One would probably argue Pinkie Pie with her help on making a friend of everyone, but the eternally happy and bouncy mare would be better classified as a casual acquaintance.

 

"Well it's a bit of a long story. One day I was mining my business when Ditzy all of a sudden crashed through the roof of my living. Scared the living Tartarus out of me." A pleasant smile graced her lips. "You know how she is, with that smile of hers, greeting me hello without much consideration on just what happened to her. She was about to leave when I noticed she had badly sprained her wing. I had to stop her and practically forced her on my couch." Golden continued her tale as she had insisted on delivering Ditzy's package knowing a road to Huffington through an abandoned path in the Everfree forest. "That was when I met this giant rabbit creature. I was so scared at first, but it turned out he was kind friendly. I had managed to come across his garden after being frightened by the giant serpent." She had gone on to explain how she had enlisted the creature's help to finish delivering package. "By the time I finally got back Derpy was lounging on my couch with all my foot on the table and you know what she told me? I emptied out your fridge and the worst part is she somehow always manage to get past the locks I put on it." She finished with a cute pout.

After their conversation Naruto filed Golden's name away as the possible element of Generosity. "Carrot!" a low almost coltish voice called out before the sound of crashing echoed. "I'm ok!" Naruto and Carrot went up and helped the mare up. "Hi Naruto!" she happily greeted.

"Hey there Ditzy." He greeted the mare. Ditzy by far would be considered one of the most attractive mares If you changed a few things about her, but those quirks made her who she was and he wouldn't change a thing about her. Derpy's voice suited the mare that was a few inches taller than five feet tall. She had a bluish gray coat along with pale light grayish yellow mane and tail along with a pair of Pegasi wings. While Earth ponies were known for their strong bodies and connection with nature, usually resulting in them being the physically strongest and largest of ponies Pegasi were known for their light bodies and lithe form.

Ditzy's form was a bit more on the thick side with normal legs, slight pudgy, but wide hips and a nice chest. The general area of her haunches though was her best features large and spacious like a blown up bubble. She was wearing grey sleeveless dress that came down to her thighs with white splotches with a pair of block boy shorts underneath. The one feature of Ditzy that made her stood out was that she was in fact crossed eye which mixed in with her infamous clumsiness and her simple nature earned her a lot of ire and bullying through much of her childhood. As a result she had few friends as most people avoided the mare because of the unfortunate bad luck that tends to occur when Ditzy popped up.

Considering his own lonely childhood Naruto had bonded with Ditzy almost instantly. The muffin-loving mail mare he personally felt qualified as the Element of Kindness, but he needed to do some more research. After helping Ditzy put away the groceries and talking a bit more, to which Ditzy happily volunteered to help clean up after the Summer Festival bid them farewell, promising to come to the party Ditzy was planning for her oldest Amethyst Star when she graduated from Celestia's School for Gifted Unicorns.

Naruto took a brief glance at the Criteria Celestia had given him. A bond between the bearers was important. Carrot as Generosity and Ditzy as Kindness would fit two out of five of the ponies, but there was the problem of the fact Ditzy had no ties to the others. If the Elements of Harmony were to be a united force then they were going to need a connection.

After bidding goodbye to the two mares he made his way home. Remembering Carrot Top's statement Naruto decided to go pay a visit to Applejack tomorrow. Naruto made his way to his current place of residence. A large two-story building with lavish trends and with a theme one would instantly mistake as circus theme. The colors of the building consisted of cerulean, golden, diamond and silver shades for a good deal of its outline with pink and other shades of violets using for such things as the curtain and horse mannequins outfits. Columns of intersecting colors of gold and mulberry made up the solid infrastructure of the building.

The crystal like clear glasses and an orange flag on top a red shaped heart was one of the emblems above the golden horse shaped emblem above the home adorn with pink and violet hearts. This building made up Naruto's place of residence a few weeks after he arrived to Ponyville. A good deal of his money he earned doing odd jobs here and their across Ponyville seeing as his explanation for his mark didn't translate well into a working career.

"Rarity I'm home." Naruto called out as he walked further into the building. While the other homes were a bit more on the rustic side Rarity's home was more fitting of a place one would expect from Canterlot. The rooms had a small collection of, elaborate paintings hang from the walls and the fresh scent of flowers floats buoyantly throughout the rooms, with the windows covered by a pair of dark red curtains, allowing no more than a sliver of the sun's rays to filter into any room at a simple time.

"Bienvenue à la maison Naruto," a voice called out in a language known as Phrench. His roommate slash boss slash friend was rather well-known for her classiness and the fact she followed nearly all things trendy. By far she was one of the most attractive women Naruto had ever seen and one of the few to initially got a reaction out of Naruto during his adjustment phase.

Dark nylon stockings tightly gripped against her long, slender legs; a black business skirt up against her shapely hips that swayed this way and that with an almost practiced grace about them; and to top it off, a sleeveless white blouse showing just enough of her ample cleavage. Her fur was soft looking and white as snow with the faint smell of perfumes and other productive radiating off the model like mare who had a hand rested on her well-defined hip. Rarity, out of all the mares he knew, worked on not only being ladylike, but also worked to keep up his figure. More than once the blond had to pry his eyes from her backside.

Rarity's kept form was more as a result of conditioning than that of the usual body type of a Unicorn without magic alteration that was.

Of the three pony times Unicorns were often the most average and slim of the tribes seeing as their magic had them do the least physical labor of the three tribes. As a result that often left them with the weakest bodies of the three having to rely on their magic to make up the difference.

She greeted the blond with a friendly hug, dark lavender hair framing around her stunningly beautiful face in a stylized Coiffure as it was called.

 

 

"Hello to you too Rarity enjoy having your home to yourself while I was gone?" he lightly teased.

"Well it was definitely quiet." She replied to his teasing with a wry quip. "Did you enjoy your trip?"

"Yeah indeed, I really didn't have much time for pleasure. It was more of a business trip than anything." He answered as Rarity nodded. She then beckons him to the kitchen so she could continue asking him questions. Rarity was without a very kind hostess and great friend. Upon really thinking about it Rarity was a more than ideal candidate for the element of Generosity.

Only problem was she had no connection to Ditzy or Carrot Top. He went over his thoughts again with Ditzy and Cheerilee for Kindness with Rarity and Golden for Generosity. He decided to see if he could find some of the other Elements tomorrow to help narrow down his choices.

That morning Naruto woke up to the smell of breakfast. That was a smell he always welcomed as he got washed up and dressed for the day. He entered the kitchen and there waiting for him was pancakes, eggs, along with a bowl of fruit. Rarity as always had a light meal of fruit and toast with a bowl of oatmeal.

Per usual they would finish their meal before they began to talk. As usual Rarity's mane was in its usual up do, her outfit lint free and freshly ironed. There was definitely a perfectionist's mentality to the way she did things. Rarity once again expressed her interest in Naruto's trip to which he gave her an edited version of the details. "One of the main things that still needs doing is to find some volunteers to help decorate Town Hall and the area around it. The thing is the money for the decorations will be costly."

"Why I see how that would pose a problem. " Rarity paused as she began thinking about an idea that could help saw this problem. Suddenly her eyes slightly widen and her face later lit up as a thought came to her mind . "Idea!~" Rarity sang out the word in a cheerful little melody. "I have plenty of old threads and other decorations in my work room. I would be more than happy to not only give them in fact I would be more than happy to volunteer my services for the festival. "

"That's very kind of you Rarity. Finding someone for decorations was one of the biggest concerns and I'm sure the mayor will be glad to hear you'll be the one handling it." As a seamstress, Rarity knew a great deal about designs, colors, and anything within those fields. If there was a pony who you would count on for decoration then it was someone whose field was similar to that.

Naruto was now more than sure that Rarity was the Element of Generosity. Since today seemed to be a slow day, Rarity didn't have many tasks for Naruto so he carried on and made his way to Sweet Apple Acres.

The Apple farm was by far larger than Carrot Top's farm. The Apples not only harvested and sold apples but also took care of livestock. The workers consisted of Applejack and Big Macintosh with Granny Apple as the elder that oversaw the business side of things. Also cute little Apple Bloom also lived on the farm, occasionally helping out on the farm. Many of the Apple Clan were located throughout Equestria with their relatives going into the hundreds.

The Apples were among his closest friends; in fact he owed his life to Applejack and Mac. Naruto took a glance at the porch where the apple green Granny Smith Apple would often spend her time rocking peacefully in her chair. That infamous squeak with each forward tilt that accompanied the rocking motions was one that would enter the mind and never leave. He continued searching around for hide or hair of the other apples. He knew around this time Apple Bloom would be in school which meant AJ and Mac were working the farm.

Finally he came across the form of Big Mac carrying a large bale of Hay with one arm. In terms of raw physical strength there wasn't a pony in Ponyville that could beat Big Mac; he was second to none in terms of endurance either. He was tall enough to loom over most ponies, he was easily seven feet tall. His complexion was that of a deep brilliant Amaranth. Naruto would soon come to learn that knowing shades of color was a very important part of equine culture because they, along with features or talents, played the role that names would have in identifying your ancestral heritage.

Anyway he hands down was one of the hardest working ponies in Ponyville. His red flannel shirt seared at the ends and stained with sweat. It clung to his torso accentuating his broad and muscular chest and pectorals. Despite lacking any formal training Big Mac's body was well-defined from all the farm work leading to him developing a muscular and attractive body. It was further highlighted by the holes in his jeans that showed off hints of his muscular legs. His brilliant orange mane and sap green eyes completed his farm boy look.

His rather quiet and reserved nature along with his respectful demeanor earned him more admirers than the average stallion. It would be unfounded to say at least a third of the mares, if not more of the mares, of Ponyville either fancied or were attracted to Big Mac, but seeing as Ponyville was one of the most heavily mare populated settlements in the Pony community that made the choices rather selective seeing as the Mare population heavily outnumbered the Stallion population five to one. As such it wasn't an uncommon practice for those in certain communities to have members that formed herds.

"Hey there Mac!" Naruto greeted the worker as he adjusted his stride to match his own.

"Howdy." He grunted out without breaking his stride to continue collecting the hay.

"I was wondering if the Apples have any plan for the Summer Sun Festival coming up because food preparations needs figuring out since there haven't been any volunteers."

"Ah wouldn't be able to help ya, preparing for the reunion, but ah reckon Applejack would be able to aid you." He said as he placed the hay block into the pike with the rest of them before grabbing the wagon stationed by the entrance and began dragging it outside.

"Is Applejack on the farm anywhere?" he wondered as he watched Big Mac placed buckets in the wagon that was often used to carry apples bucked from the trees.

"She's in town sellin'." He answered as he finished stacking all the buckets in the cart.

"Thanks Mac." Called out with a wave as he began his journey anew back into town to find the other farm pony.

The blond made his way to Ponyville's market center the one place where one could find it all when it came to the ingredients for your meal and where haggling skills meant the difference between a nice meal or a nice little feast with spending money for tomorrow.

"Are you serious? Only three bits?" a shocked voice asked as Naruto continued to weave around the crowd of ponies.

"Yes indeed," a voice spoke with a strong and familiar Southern drawl.

"Wow, back in my old town Apples were fifteen bits an Apple. "

Naruto finally came upon the scene to see a cobalt blue gentleman in his late thirties with short and neatly groom jet black mane was purchasing from Applejack. He was wearing a dress pants and suit combo with small square rim glasses with his eye color a dull sort of gold. The voice he had been definitely younger than his voice indicated. The Earth Pony stallion picked up the barrel of Apples and went on his way.

"Yo AJ," Naruto called out to the Earth Pony. The mare in question was behind a stall selling apples. She was slightly taller than him not to mention she was physically developed like her brother from all the farm work, but more in a feminine shape. She had pale light olive coloring for her mane with the same sap green eyes that all the Apples on Sweet Apple Acres had along with a light dusting of freckles on her face. Her coating was that of a light brilliant gamboge colored marred from the sweating and hard work, not to mention there were scratches and cut on her face and body from either farming accidents or creatures that would occasionally wander in from the Everfree Forest.

All and all Applejack was a country girl seeing as her outfit consisted of a red and white checkered tie-up shirt with a chest that easily rivaled Rarity's generous bosom. The Daisy Dukes she was wearing showed off her legs thick with muscle, a defining trait of an Earth Pony. Earth ponies famed for strength and endurance were often the largest of the three pony tribes. It was also thanks to this conditioning that gave her a firm and noticeably round bottom and svelte waist that had initially gained the apple farmer a lot of admirers, but a few factors led to that thinning over time.

 

 

 

 

Applejack would only be courted by a strong and honest stallion with a worthy work ethic and considering the Apples seemed to have unusual strength even by Earth Pony standards and stubborn adherence to their ethics that meant many Stallions fell short of her standards. Despite this the Apple still had plenty of admirers who still tried to cut corners in their attempt to woo her.

In a way it actually reminded him of Rarity's own fan base of admirers enamored by her beauty, but unfortunately for them Rarity's standards were even higher by far. By the time he had gotten over there the mare had readjusted the Stetson hat on her head. "Well ain't ya a sight for sore eyes. How's your boss lady treating ya? Surprised she let ya out of the shop."

"Come now Applejack if you get to know Rarity you'll see she's a perfectly nice mare." He knew that Applejack's experience with the high life during that time she spent with her Uncle and Aunt Orange colored her perception of the high-class. "So that last customer seemed pretty happy." He said pointing his thumb in the same direction AJ's previous customer went.

"Well that fellar was telling me how they were gouging the prices in the last town he and his wife lived in. I know of the regions and Apples ain't that rare ya know. He was trying to buy mah apples for way over price and ah couldn't, in good conscious, do that to the poor fellar." She finished with a slight sigh. To be honest money was always a touch and go subject at Sweet Apple Acres. Especially considering that Granny Apple was getting on up there in years meaning that medically emergencies were another thing to be factored into their budget and with the growing repairs to the farm thanks to some of the creatures in the Everfree venturing near town now more than ever.

Naruto's face softened at this. "That was incredibly kind of you Applejack."

"Why thank yah sugarcube." Applejack replies to your comment, before she frowns a little. "But ah'm afraid that ah may have to start bumping up the prices if the sales don't pick up."

Naruto then remembered why he was looking for her. "Actually Applejack that reminds me of something. I was wondering if you would be willing to cater for the Summer Sun Festival? Initially there was only going to be enough of the budget to order the decorations, but since Rarity offered to decorate town hall for free I could probably convince the mayor to use enough of the budget to cover the food bill. This could also be some nice advertisement to Sweet Apple Acres for the ponies who are going to come for the festival."

"Sounds like a mighty fine idea ta me. Heck Mac is handling the planning' for the reunion so why not. Ah'm sure there should be plenty of the family who'd be more than happy to help out. Count me in."

"This is turning out easier than I would expect. The mayor will be pleased. " he said as he placed down a bit to buy some apples.

"Why thank yah kindly partner." Applejack smiles as she scoops up at his bits in a matter of seconds she handed him the apples.

"I'm afraid I have to leave now to find any more volunteers for the festival. I'll be seeing you AJ."

The cowpony nods. "Yep, you too Naruto,"

Naruto continued his way through the busy market streets. Next thing he knew a pink blur appeared out of nowhere and slams into him hard making his back kiss the pavement. It took him a moment to recollect himself when he felt a very soft, warm and heavy body press itself against his, as two very immense and cushion pillows lay against his chest. What's more his nose could smell the odd aroma of cotton candy and cake frosting. "Hi Pinkie Pie." He greeted without missing a beat.

"Gotcha!" she replied with a giggle. "You're slipping up mister. You didn't even sense me this time."

He was so caught up in his mission he had completely forgotten about the little game between him and Pinkie. "Alright, alright you got me can you let me up now?"

 

 

 

Those violet orbs of hers were so full of mirth and innocence it was hard to stay mad at her. Of the other mares Naruto had gotten to know so far, Pinkie was on the shorter side with her skin a brilliant rose shade and her mane and tail a raspberry shade. Unlike the other ponies Pinkie's mane and tail was that of an unconventional puffy style reminiscent of cotton candy. Like the others Pinkie also had a desirable shape but more unique to her energetic nature. She was shorter and far less muscled like Earth Ponies to the point many a pony or two wondered if she was lazy, but those who knew Pinkie knew there was nearly no shortage to her energy. Also with a figure like that lazy was not the word one would use. She had a nice chest for one, perky and a bit larger than average meaning so not in the leagues of Rarity or even Applejack though one wouldn't know it from all the hyperactive bouncy the mare did.

One would think with all her snacking habit of candy and cake that Pinkie would be pudgy, but that was anything but the case. Her stomach was nice and thin, though her waist was curve if not noticeably larger than most voluptuous shape because Pinkie didn't exercise fanatically or worked out like most would but that didn't stop her from having a more hourglass shape from the waist down. No, all that sugar did in fact went somewhere and it was that plump ass of hers. If Pinkie hadn't been known as something of a loon about town she would probably have just as many admirers if not more so than a lot of the other mayors. Unfortunately her highly energetic and sometimes over friendly demeanor made her off-putting to a lot of ponies. Her outfit consisted of a white T-shirt with the words "Party Girl" bold in gold stopping short of her midriff along with a pair of form-fitting Blue Jeans. A stark contrast to her usual yellow skirt or shorts she would have usually worn on her days off.

Naruto, unaware that he was starting quite attentively at Pinkie, wondered why he didn't think about asking for her health.

"Looks like someone likes what he sees!" Pinkie smirked mischievously, very much amused by the embarrassment forming on Naruto's face.

"Pinkie," Naruto mumbled with an embarrassed blush. He still hadn't quite fully worked out his own thoughts and feelings about this situation. He would be blind not to notice how attractive the mares are, they were bipedal and it was those similar features that helped Naruto better adapt to this society, but he was still adapting and getting used to being a pony so when it came to romance it was one of the things he had on the back burner.

"So! Did you enjoy checking me out?" she teased earning an annoyed sigh from the blond. With someone who didn't have much dating experience she sure was an expert at teasing him. She and Rainbow Dash had that much in common at least.

"Yes actually, feels like someone might need to go bra shopping soon." He shot back in hopes of embarrassing her but instead she reacted in typical Pinkie Pie faction.

"You really think so?" she asked, groping her chest and began fondling them with up and down motions.

Naruto's blush intensified. Only Pinkie Pie could turn his pranks and verbal jabs back on him. Then again it was one of the things he liked best about her. She was a completely honest and sweet mare that saw the best in everything.

She was the Element of Laughter bar none. He didn't even really have to think about who'd he pick for that one if he was honest.

"Hey Pinkie who do you think is the most loyal pony in town?" he wondered as he began to notice a trend in his choices.

Pinkie pulled out what she called her thinking cap, which was essentially a mini graduates hat and began thinking. "Well there's the Apples who are very loyal to their family, oh and Cheerilee she's so nice always doing her best to educate the little colts and fillies, and there's Mayor Mare whose always doing her best for the town, and the Cakes they're super nice and awesome and always dedicated to each other, and Shoeshine always take time to listen to those she cares about, and Note Worthy is…"

"Pinkie calm down." He forcibly placed his hand over the mare's mouth. "Pinks!" he called out as she insisted on talking through his hand. She titled her head quizzically and finally stopped talking. "Who do you think among everyone that, no matter what, values being loyal to all else? Can you remember anyone making a major decision to standby someone else?" after he asked that Pinkie immediately began talking to which he had to remove his hand.

"…here so she could stay here with Fluttershy because Fluttershy is so sweet, but really sensitive and…"

"Wait…start again. Who are we talking about?" he asked.

She looked at him as if he just told her a bad joke. "What do you mean? Rainbow Dash silly, don't you remember?"

Naruto literally face palmed at the fact he didn't realize this himself. Of course…without Pinkie's help it would have probably taken him weeks to realize this seeing as Loyalty was one of the hardest traits to figure out or test. Unlike Generosity, Kindness, or Honesty you couldn't easily test or see that being exhibited as an everyday trait. Loyalty itself was something one could only show during a major event or decision for it to truly be any test of that characteristic.

Rainbow Dash was one of the first ponies he had met. Who he owed his life too and as time went on he got to know a great deal about her. She was close to the Pegasus known as Fluttershy who was truer to her name than most. In fact Rainbow Dash moving to Ponyville was a result of being close to Fluttershy, one of the only two friends Rainbow Dash had made at the academy with her being Fluttershy's only friend. Considering Rainbow Dash's own dream one would think she would have a better chance at achieving it by staying in Cloudsdale's but her concern for the other Pegasus saw her moved to this very town.

"Thanks Pie!" Naruto scooped the mare into an energetic hug causing her to let out a little yelp in joy. He was almost sure now.

Generosity = Rarity

Loyalty = Rainbow Dash

Laughter = Pinkie Pie

Honesty = Applejack

Kindness = ?

In fact even if the mares minimally knew each other it was better than his alternative choices. Seeing as Rainbow Dash spent most days either working or snoozing she didn't socialize unless it was to buy groceries or find out what was going on in town. Pinkie Pie knew all of them because of her nature and once in a while Applejack surely had sold her apples to the other mares. At best they would be casual acquaintances with Ditzy when she delivered their mail and only Applejack and Rarity would have had any contact with Cheerilee due to their younger siblings being in her class.

If one would really think about it who else in Ponyville would really fit the trait of Kindness other than Fluttershy. She was extremely soft-spoken and loving with her talent of taking care of animals. He couldn't think of a kinder talent than working in the medical field.

He decided he was going to pay Fluttershy a visit tomorrow and see if she was willing to volunteer for the festival. He didn't even need to ask Pinkie Pie as the moment she saw Twilight in the town she was going to insist on throwing her a party. Everything was coming along he would just need to send the Princess a letter on his thoughts on who the five elements were.


	3. Preparations for the Festival

**Summary for the Chapter:**

> Festivals for the Summer Sun Festival are currently happening.

Equestrian Heroes

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Naruto x ?

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Story Start

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A bright light illuminated the dark halls of the archives. The mare who gave off the faint glow of light was staring intently at the bookshelves. She was young, around twenty, and just by looking at the pale complexion of her fur it was obvious that she didn't get outside very much.

Her moderate violet eyes continued to examine the endless volumes before her. Her mane was that of a very adorkable sapphire blue manecut with straight bangs, with two streaks of purple and rose running through it. A horn protruded from the mane. Her outfit consisted of a white button up uniform shirt with a lavender sweater vest over it. The formal outfit fit nicely over her bust. Completing the outfit was a violet plaid uniform skirt that reached below her knees. The outfit served the purpose of simple student wear instead of highlighting the loveliness of her features.

"Spike?" She called out, her voice echoing through the room. "Spike, have you had any luck?"

"I found five bits!" a young boy's voice called out. "If that's not luck I have no idea what is."

"Spike, have you had any luck finding the book?" the mare started again.

'Oh, right. The book. No, nothing yet Twilight,' Spike answered back as he reentered the room.

He was an adolescent boy in appearance with olive grey coloring going down from the top of his chest and down his body hidden by the purple button up shirt he was wearing. What couldn't be hidden by the shirt or jeans was his mulberry scaly outside that extended from the back part of his body trailing around his neck and what compromised his face as well. With his moderate pistachio eyes compromised of slits, pale green spines and mulberry scales this creature was without a doubt a young dragon. "What was the name of the book again?" He awkwardly asked as he scratched his cheek.

Twilight's head dipped back as she had to repress the urge to groan and smack her forehead against the bookcase. As luck would it her eyes scanned the title of the book in front of her and with glee she hastily took it from its confined. This was exactly what she was looking for.

"Remind me why we're spending a weekend looking up a moldy old book that no one probably even remembers exists?" Spike sullenly asked, leaning against one of the bookcases.

Twilight ignored him, gently holding the book in her hands as her eyes rapidly scanned the pages of the tome's content. After several fruitless minutes of reading, Twilight came upon a page where the words were legible. She grinned. "I found it," She announced. "The Nightmare's Return."

"What's so important about this prophecy again?" Spike asked.

"Just listen to it. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal." Twilight straightened with a gasp. "Spike, do you know what this means?"

"No.", said the dragon.

"Nevermind," Twilight shook her head. "It doesn't matter. What's important is that we get this information to the Princess immediately. Spike, take a letter."

"Why do we have to do this now?" Spike whined.

"Don't you remember what happened last year during the last Winter Solstice?" she asked as Spike shot her a quizzical look showing that he indeed did not remember what she was referencing.

"For the following decade the stars have been suddenly drawing closer to the moon in behavior in stark contrast to any prerecorded data or behavior Spike. Now does it make sense?"

Spike stared at her. He shook his head.

"You're impossible, you know?" Twilight asked as she resisted the urge to face palm.

"I know. You said you wanted me to write a letter?" Spike reminded her.

"Oh, right," Twilight said. Spike hiccuped out a burst of green flames, and a scroll of parchment and a quill fell into his claws. "Ahem. Dear Princess Celestia…"

"Dear Princess Celestia…'

"My recent studies into the old Equestria folklore have led me to conclude that we are on the precipice of disaster," Twilight dictated to her assistant.

'Pre… preci…' Spike lowered his quill and looked to Twilight for assistance. Twilight groaned.

"Threshold."

"Threshold…"

Twilight then went back on track. "…for you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she is about to return to Equestria and bring with her eternal night." Twilight continued to dictate. As she paced about, "Something must be done to make sure this terrible prophecy does not come true. I await your quick response your faithful student Twilight Sparkle."

"Twi-light…Spar-kle.", Spike finished writing. "Got it!"

"Great! Send it."

"Now?"

"Of course!"

"Uh…I don't know, Twilight. Princess Celestia's a little busy getting ready for the Summer Sun Celebration, and it's, like, the day after tomorrow." Twilight came over to Spike and went face-to-face with him.

"That's just it, Spike." She then straightened up, looking to the sun. "The day after tomorrow is the thousandth year of the Summer Sun Celebration. It's imperative that the Princess is told right away!"

"Impera…impera…"

"Important." she quickly interchanged and made a mental note to get Spike the latest editions of the Dictionary and a Thesaurus for his next birthday.

"No need to write that down."

"Okay, okay!" Spike took a deep breath, held the rolled parchment in front of his mouth, and blew a burst of green fire over it. The message burnt away, leaving only a tendril of sparkling pink smoke that snaked out a high window. "There! It's on its way. But I wouldn't hold your breath."

"Oh, I'm not worried, Spike." Twilight replied in a smug tone. "The Princess trusts me completely. In all the years she's been my mentor, she's never once doubted me."

Suddenly, Spike's cheeks bulged as if he was about to vomit; instead, he belched up a burst of green fire that formed into a sealed scroll, which dropped to the floor.

"I knew she would want to take immediate action." she said as Twilight scooped up the Scroll.

"My dearest, most faithful student Twilight you know that I value your diligence, and that I trust you completely. But there is more to life then reading old tomes. Get out and enjoy yourself some more. I assure you that you will there is more to life than reading dusty old tomes." Twilight gasped as that sentence seemed to hit her hard.

Seeing this Spike looked over and continued reading it. "There is more to a young pony's life than studying. So I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location, Ponyville."

It took Twilight a minute to get over the shock before she began packing her saddlebag. If the Princess wanted her to oversee the celebrations then she wasn't going to let her down. She exited the archives and began making her way to her room to pack.

"There you are, Twilight, " a voice had called. Twilight turned to see it was some of her classmates from Celestia's School of Gifted Unicorns. The first of the mares had an ivory coat with light curly pink mane and tale with electric blue eyes. She was wearing a wispy black V-neck top and jeans low enough to give off a glimpse of her Cute Mark, three sparkly blue stars.

Next to her was Minuette the tallest of the three Unicorns. Her complexion was that of a Maya blue coat, periwinkle mane and tail with a pigment blue streak and steel blue eyes. She was wearing a blue plaid shirt with a jean skirt.

The last of them was Lemon Hearts appearance consisted of a plain yellow coat, a cerulean mane and tail with a lighter tail streak, raspberry red eyes, and a Cute mark of three hearts; two light blue and one light green that peeked out from the miniskirt she was wearing. All three of the Unicorn mares had the typical Unicorn body shape with varying differences. Minuette was tall and on the leggy side while being the leggiest of the three.

Lemon Hearts was the shortest, but with nice hips and her mane hanged the lowest with two curls on the side of her shoulders.

Twinkle by far had the largest chest of the trio and was the most outgoing with a charming smile and a more outgoing demeanor in contrast to Lemon's easy going nature and Minuette's more quiet and reserved nature.

"I trust you heard Moondancer is having a little get-together in the west castle courtyard." explained Twinkle. "You want to come?"

Twilight recoiled a bit, and then said, "Oh, sorry, girls I have something important I have to attend to." She said as she galloped off.

Twinkle sighed in disgust. "Does that pony do anything except study? I think she's more interested in books than friends." The three of them then went on their way.

So Long.

She had waited so long.

It wouldn't be long now. Just a few hours and Equestria…no all of Equis would be hers.

For the first few hundred years rage fueled her relentless determination to break free from the moon. When that had failed she simply sat in silence and contemplated her moves. Planning for the day. Planning her rule. Planning on what she had in mind for Celestia.

The power of the Elements as great as they were could not be fueled by the effects of one individual, even one as mighty as Celestia. No, Harmony, after all could not be maintained by one existence.

As she struggled and fought against the magic's pulls remnants of her will and magic slipped through the cracks. As such the once pleasant dreams or sleep of many creatures began a terrifying and dark presence that would impress upon their dreams.

Hush whispers would spread along with the fear memories of a creature that would plague the dreams of those touched by darkness.

These dreadful experiences that would drive those to tears or the brink of madness would soon earn the name of…Nightmares.

These Nightmares consisted of many things, but there was one thing that was consistent about many of them throughout the years. That of a wicked and dark coat mare, the manifestation of Nightmares itself having resulted in many folklore about the Nightmare Mare from the Moon.

The folklore so strong it had become a Holiday of sorts and a story to frighten misbehaving fowls.

Those who sought the power that the folklore promised or those dissatisfied with Celestia's rule soon found themselves in these Nightmares face to face with the infamous mare.

Those touched by darkness would make up her army for the incoming takeover of the planet.

She would be ready.

Equesnia would be hers.

000000000000

Each breath came out as a frosty hue as he carried forward. Naruto could feel his energy dropping at each step was a struggle not to stop. His feet crushed dead leaves and twigs that littered his path. This area was filled with dying plant life. His exotic yellow hair swayed slightly in the breeze, his body marred with blood and his neck covered in bruises. There was long, razor like scratches littered across his black and orange tattered clothing. No matter the pain that was coursing through him, he couldn't let that thing win.

He felt the air grow colder. Far behind an exhausted Naruto walked a few more steps. "Huh, so this is what it feels like." He had heard people often complained about him having too much energy, but it looked like in this one situation it was failing him. Taking another step he promptly collapsed in exhaustion.

Naruto took another step, almost losing his balance and falling over. Ombra was drawing closer, he could sense it. He could feel the darkness creeping up on him. He was here. He turned around and stood his ground. He would fight until the bitter end.

Lord Ombra rose from the darkness, forming a looming humanoid figure. Darkness incarnate, all one could see was a cloak and faint images of a humanoid form. His movements were fluid, like a liquid and his very speech was that of a groan. "End of the line. The darkness will always consume the light."

"Not if the light evaporates everything." Naruto remarked as a sphere of light erupted from his chest. Both of them charged forward, ready to destroy their long time foe at long last.

He jolted awake with a heaving breath and slackened form. His steps were awkward as he stumbled in the darkness. Reaching out he pulled the light switch as he looked at himself in the mirror. The same familiar image he had for a year now, a body covered in orange fur that covered his form, with the exception of his hair, referred to as mane and his tail. They were both a bright brilliant yellow that was the same as his hair. Though that wasn't the only featured that stayed the same, he at least still had his cerulean blue eyes.

It had been nearly a year since he woke up in this strange new world. He got dressed, putting on a pair of black jeans that he was once more starting to outgrow which he would need to go to Rarity's for adjustment. The blond had finally saved up money to buy his own place and move to it a couple of weeks ago. While he was a little sad to move out, having gotten used to Rarity's presence in the morning he knew he couldn't take up her guest room forever. He threw on a white button up shirt. No sense putting on anything too nice all things considering today.

His thoughts continued to plague him as he continued down the street. In a blur Pinkie shot out a series of words before continuing her quickened pace. He caught the words new pony and party in the verbal speed blur.

Of course the reason for that was what happened twenty minutes ago. A chariot passed through some clouds as the two passengers looked on. Ahead was a pleasant-looking small town of wood-frame, thatched-roof buildings bordered by a stream and mountain.

The two Pegasi pulling it were muscular and covered in golden armor. They had two-tone blue tails and matching crests on their helmets.

While Spike felt relieved that he was gonna have a change of scenery. Twilight however was clearly not enthused over this job. "And I have an even more essential task for you to complete—make some friends." The purple unicorn hung her head over the side with a soft moan as Spike turned to her. "Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?"

There was a long pause. Finally, she brightened suddenly. "Yes. Yes, it does. You know why? Because I'm right I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return."

"Then when will you make friends like the Princess said?" The chariot began to descend as some of the populace watched them land.

"She said to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends." They had come to a stop and Twilight used her magic to levitate her things off the chariot.

"Thank you, sirs." Twilight said to them as she, and Spike cleared way for them to take off. As the Pegasi smiled and huffed in response, the two gathered together as they noticed a pink earth pony walk their way.

"Maybe the ponies in Ponyville have interesting things to talk about!" commented Spike as the pony stopped in front of the duo and regarded them with narrowed, medium blue eyes and a smile. "Come on, Twilight, just try."

With uncertainly, Twilight managed to speak up. "Uh…hello?" The pink one responded with a massive gasp of pure surprise, a leap that left her briefly suspended in midair, and then she suddenly dashed off mid-air, nearly blowing the unicorns' mane and tail off. "Well, that was interesting, all right."

As expected the town was far more lively than usual, seeing as everyone was preparing for the Summer Sun Festival. "I'm sorry," he immediately sputtered as he quickly gripped up the checklist the Unicorn was holding after a quick glance over Naruto recognized Twilight from the description that Celestia had given her.

"Its okay, no harm done." The Unicorn replied.

Naruto took a step back and took notice of her companion. Without a doubt he was a baby lizard, most likely a dragon considering his features. "Welcome to Ponyville, my name is Naruto and it's nice to meet you. I haven't seen you around before so am I wrong to assume you're new to town?"

"Indeed I am. My name is Twilight Sparkle and this is my assistant…"

"…the name's Spike." The rather chipper dragon cut in.

"…and we've come supervise preparations for the Summer Sun Festival. I hope I'm not being rude, but we're really busy. I have to find my way to Sweet Apple Acres to check on how the food preparations are going." Twilight didn't mean to brush off the pony, but the sooner this was done the sooner she could look into stopping Nightmare Moon.

"We'll I can help you with that," Naruto eagerly volunteered. "I know most of the places in town and I'd be happy to help." He volunteered. He watched as a look of uncertainty crossed over the Unicorn's face.

"I wouldn't want to impose." The Unicorn kindly responded. While she didn't mind his offer, she really didn't want any distractions while preparing for Nightmare Moon's return. Despite Celestia rebuffing Twilight's warning the Unicorn was not willing to let her findings go.

"It'd be no problem." He had insisted with a kind smile.

"Come on Twilight what's the harm?" Spike insisted, garnering the Unicorn's attention. "Besides, won't we get things done faster with a guide?"

Twilight realized she couldn't argue with the logic. The sooner they went to the locations and assessed that all the food and items for the festival were ready, the sooner Twilight could go and prepare for Nightmare Moon's return. "Alright Naruto looks like I'll be taking you up on your offer. The first stop on our list is Sweet Apple Acres."

Naruto nodded and with a suggestion of 'right this way' the trio went on their way to the apple farm.


	4. Meeting the Apples

**Summary for the Chapter:**

> Naruto leads Twilight down to Sweet Apple Acres which he explains how he came to know them.

Equestrian Heroes

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Naruto x ?

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Story Start

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Naruto began the tour by leading them along the trail that led towards Ponyville farm lands. They traveled down a dirt path enshrouded by tall trees with rays of sunlight peering through the leaves of the Birch and Oak trees. Many of the trees had been planted the last few years to add some decoration of the winding paths that made up the community. "The two of you are going to love Sweet Apple Acres. The Apples are famed in these parts for their various apple recipes. Members of their ancestry pioneered the creature of many famous apple recipes not to mention they handle many of the local exports such as wool and milk. " Naruto informed them as they approached the farm.

The walk to the Orchard had raised Spike's spirits, the little dragon enjoying the view offered was new to his and from his small day-bag the checklist Twilight had put together. They passed under a sign that announced they were entering 'Sweet Apple Acres'. Towering Apple trees lined the road on both sides' ripe apples hung from almost every tree a showpiece of the farmers' dedication and how healthy the Orchard really was Spike taking his turn to speak up again, reading from the Checklist once more. "Summer Sun Celebration official overseer's checklist. Number one, banquet preparations: Sweet Apple Acres."

A loud Yee-haw could be heard along with the sound of dropping apples. They were soon approached by none other than Applejack. "Hey there Sugarcube," she greeted Naruto with a warm welcoming smile. "Thought y'all weren't joining us till later."

''Hey there AJ, I have to adjust my plan a bit. We have a newcomer and thought I'd give her a tour." Naruto said as he stood aside.

Twilight stepped forward and began to formally introduce herself. She couldn't help but be a bit startled by how noticeably taller and large the other mare was. With the exception of the guards and Celestia it was uncommon for her to see other ponies of this size. Then again Canterlot was a city that was mostly compromised of Unicorns so she hadn't met many Earth Ponies or Pegasi to make a comparison. "Hello, my name is Twilight Sparkle, and I'm-" she was suddenly cut off in the middle of her introudction.

"Howdy there, name's Applejack, proud member of the Apple family," Applejack introduced herself as she shook her hand vigorously. "Nice to meet you so, what can I do you for? "

Twilight Sparkle cleared her throat. "Well, I am in fact here to supervise preparations for the Summer Sun Celebration. And you're in charge of the food?"

"We sure as sugar are!" Applejack proudly declared and then offered. "Would you care to try a sample?"

"As long as it doesn't take too long... " Twilight Sparkle found herself covering her ears as the loud sound of a triangle ringing soon filled the area. Applejack turned towards the farm and took a deep breath. "Soup's on, everypony!" her voice rung out through the acre. "Y'all lucky ta come here first," said Applejack. "Yer just in time fer the Apple family reunion! Now, why don't I introduce y'all to the Apple family? "

"Thanks, but I really need to hurry…" she tried to kindly rebuff but Applejack wasn't taking no for an answer.

"This here's Apple Fritter. Apple Bumpkin. Red Gala. Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp... " she paused, taking a deep breath and hollered to the ponies she lived with..

"Big McIntosh, Apple Bloom and Granny Smith. Up'n'attem, Granny Smith, we got guests."

Sitting on the porch in a rocking chair was a mare with light lime green coat and a light gray mane. "What…? Soup's on?" she slowly stirred then yawned. Her light brilliant orange eyes began to stir before she grabbed her cane. "I'm up, here I come, ah'm comin'... "

"Trust me Twilight, you haven't had pie till you had an Apple family pie." Naruto gushed as he eagerly went over to where the family was gathering.

"Okay, well, I can see the food situation is handled, so we'll be on our way." Twilight Sparkle reacted with a nervous laugh. The sheer number of ponies, noise and such were overwhelming. Twilight wasn't a sociable pony so she wasn't used to such gatherings. Despite how appetizing the gathering of food was on the table Twilight steeled her resolve. "I have many things to do so I really can't stay. "

The Apple family made an "Awww" of disappointment. The filly known as Applebloom walked up to her. She was a little filly with amaranth colored mane with a bow on it with a pale, light grayish olive coat. She was dressed in a pair of jean overalls with a lime green shirt underneath it and looked no older than seven or eight years old.

"Aren'tcha gonna stay fer brunch?" she said with big, teary gamboge eyes. Twilight Sparkle looked into those eyes. Those soul-crushing eyes of sadness.

"Fine, I suppose I can stay for a bit." Twilight admitted in defeat. After the meal the three of them left Sweet Apple Acres.

"Man that was good. Not as good as gems but good." Spike said as he pat his stomach.

"Like I said, the food is great."

"So how'd you manage to meet the Apples. " Twilight, made content by the delicious of the food decided to make some small talk. "You seem to know them pretty well."

A sigh escaped Naruto's lips as a memory of the earlier days came to his mind. "It happened around the time I first arrived to Ponyville." He said as he began thinking back to when he first arrived.

_Naruto had awoken that morning and decided that it was time for him to start training. No matter how he tried to deal with it he couldn't stand being so sluggish in this new body. After talking with many of the inhabitants in the town he learned about the Everfree Forest._

_From what he could gather from the details the inhabitants were willing to share the unnaturalness used to describe it he took note of the places behavior similar to how nature worked back home. The deeper he went into it the more familiar it became, making him realize this was the place he had woken up here a few days ago. The foliage while familiar to what he was used to there was differences._

_Among them was trees with monstrous-like jagged structures that came together to shape monster-like faces. As he continued on his trek he would often come across dried twigs and leaves that would crunch under his hooves. He even found himself coming across a large river to which he traveled along it._

_A sigh escaped his lips as he couldn't recognize any familiar signs of the exact place where he woke up. Arriving at a small cliff, he stopped to see if he could catch a glimpse of some sort of movement. Suddenly, he heard what sounded like a stampede beneath him, actually causing him to lose a bit of his balance._

_Naruto stumbled and fell over the edge. After tumbling down and landing with a thud he let out a groan and began coughing. He exhaled and clutched his side from the pain. He was a little bruised but no worse for wear._

_Suddenly a loud high pitched scream echoed throughout the forest. ''AAAAAAAAAAAAAAAAAAAAAAAAAAH!" the cry rang from a far out distance. "SOMEPONY HELP ME!"_

_The cry caused Naruto's head to jolt up. Regardless of his situation it wasn't in his nature to ignore someone in help. He ran to the source of the voice to see a young girl being pursued by a wolf-like creature. It had glowing slime green eyes and its body was made out of wood._

_Looking over the side, Naruto saw he was far too high up to climb down in time. He took a few steps back and took a leap, landing on the creature. It let out a yelp just as Naruto let out a hiss. The pain coursing through his leg definitely felt like he sprained it from the force of the jump. He leaped up off the creature and hobbled to the little pony._

_"You alright little one?" he asked as the little pony nodded? Tears were flowing down her face and she was downright terrified. "Come on, let's get out of here before he wakes up?" he suggested. "What's your name little one?"_

_"A-Applebloom mister." she answered._

_"What are you doing out here this far?"_

_"Ah…ah was playing near mah home and the log broke and ah went tumbling into the forest and got lost." She explained as her tail continued to quiver. "I've never seen ya before mister. Are you new to town?"_

_"Indeed I am. How far is your place?" as long as he kept her mind off their current situation, the little filly would realize. He wasn't sure what kind of animals were in this world, but the animals he encountered had a sixth sense to fear._

_A piercing howl echoed through the air causing the little pony to let out a cry and cling to him. Out from behind the trees several Timberwolves began to appear. They definitely had a pack-like mentality like the wolves he knew. "Applebloom run."_

_"But Mister."_

_"Run now!" he ordered her. As hurt as his leg was, or was it hoof? It didn't matter; he wasn't in much of a condition to run. "Go now!" the filly hesitated before taking off. Some of the wolves attempted to chase after the smaller meal only for Naruto to charge forward and ran into the wolves. He let out a grunt, a resounding pain coursing through his head. He recovered rolling away as the creatures nipped at him._

_"I may be part equine now, but I can still fight!" the declaration was more for himself than the animals. Some of the wolves charged and Naruto attempted to punch them with his good hand only to meet with a solid thud as a pair of claws tore through his back. He hissed as blood began to mat his back fur and he landed on his hooves._

_He jumped back on his hind legs narrowly avoiding teeth sinking into his neck. The pack began to thin out and surround him. He was barely missing being pounced on as they tightened the circle and began driving him deeper into the forest. What could he do in this unfamiliar body? What good was his stamina if he couldn't properly utilize its strength? The wolves took charge and leaped._

_If he couldn't overpower them maybe he could out run them? Right when they were about to tear him apart Naruto replaced himself with another one of the wolves. He nearly dropped from the sudden bout of exhaustion. Damn. Even his chakra control was off. He didn't bother to wait, taking off at break neck speed. He turned, seeing that the Timberwolves were not going to quit in their hunt so easily._

_One wolf leaped and Naruto catching sight out of the corner of his eye reacted out of instinct and shot his back feet out. He unlike most people had used to animal like instincts so it was almost natural that he would react to them. The force of the blow nearly broke apart the body of the creature. Using his agility, Naruto took any opportunity he could to strike. After all, he may not have been a scholar, but he was a battle genius and his experience in fighting allowed him to stay ahead of the creatures. As their numbers dwindled so did his stamina._

_Naruto felt like he his limbs were on fire. At this rate if he kept going he was going to be seriously injured or worse. "Even after all this time. I'm still a stubborn idiot but…" an image of the village came to the mind as well as his family. "I lived a good life and accomplished quite a few things. I've always managed to survive and I sure as hell don't plan on dying to wild animals."_

_Just as the creatures charged two figures leaped over him. A woman in a Stetson hat and the other wearing some sort of object he didn't recognize. One had a crimson coat and the other was orange like him, both with a gamboge colored hair or manes as they were called on equines. With impressive strength they sent two of the creatures flying with the female throwing a kick and the male launching a punch respectively._

_The creatures seemed to rethink their strategy from having to deal with one injured adult to having to deal with him and the addition of two other healthy and strong adult ponies. The creatures found themselves driven back and away as the two Earth Ponies proved to be more formidable than the pack was willing to deal with._

_Try as he might Naruto couldn't keep consciousness as he succumbed to his injuries._

_Naruto slowly began to stir as he realized he was no longer in the forest. He was staring at the wooden roof of a room. He turned his head slightly as his blurry vision made out a room of sorts with rays of sunlight peeking through curtains. He let out a soft exhale and began to set up. His body seized up and he let out a yelp of pain._

_"Whoa there pardner." A voice with a thick accent called out as a hand was placed on his chest. The accent was kind of familiar to the people who lived in the outer rim of water country that he had encountered during his training trip with Jiraiya. Naruto's vision began to clear as he made out the outline of its owner. It was a woman with a hat. "Ya'll plenty injured, need ta take it easy."_

_Naruto still a bit dazed glanced down and noticed his body was bandaged. His eyes focused and he noticed the hand of his caretaker was bandaged as well. He couldn't help but wondered what happened?_

_"Thank you," he whispered his voice raspy thanks to the dryness of his mouth._

_As if instantly recognizing his mare brought up a cup to the blond's lips to which Naruto instantly began drinking from it. He paid no mind from the fact that droplets were spilling from his lips and down his chins._

_"Ah should be thanking you. If it weren't for you, ah wouldn't know what would have happened to mah dear little sister… So thank ya…" she said as she removed his name. "Name's Applejack."_

_"Naruto…" he introduced himself. Her reaction was one of perplex._

_"That's a rather unusual name if ya don't mind me saying. What's a Naruto?"_

_Before the blond could respond an aged voice called down from the hallway. "Applejack! How's our guest? He up yet?"_

_"Yeah granny!" she hollered._

_"Hey there sonny glad ta see ya up and attem!" greeted an elderly male as she entered the room using a cane. From what Naruto could gauge she was in at least her seventies, wearing a white shawl of sorts over her shoulders. She was wearing an old checker pattern dress of a dark blue color._

_Following behind her was a rather tall pony of intimating stature. "Them varmints roughed ya up pretty nadly though nothing we hadn't dealt with before so will have you fit as a fiddle in no time. Names Apple Smith, but folks round these parts call me granny apple and the fellar next to me is my grandson Big Mcintosh. Ah see ya already met my eldest granddaughter."_

_"Indeed I have mam. I owe your family a great gratitude for saving my life and tending to my injuries."_

_"Nonsense," the elderly mare began with a wheezing exhale. "Ya saved the life of mah youngest grandbaby if anything we're indebted to ya." As the elderly mare finished Naruto something a bow peeked out from behind her. "Come now, don't by shy child." She ushered the little one forward._

_Naruto instantly recognized the little mare from the forest. He noticed that she looked plenty sad and her ears even seem to droop._

_"Ah'm sorry mister," she began with a dejected sniff. "Its mah fault ya got hurt coming ta rescue me."_

_"Nonsense," Naruto said as he gave the child his warmest smile. "I was the fool charging right into the Everfree knowing full and well I wasn't in top condition. If anything little one you really helped me out. I don't think I would have made it if I wasn't drawn so close to the farm. So don't be sad anymore ok?"_

_"O-ok." The filly replied, feeling less torn up then earlier. When she saw the nice stallion that saved her being carried in by her brother looking like a right mess she was really upset. Hearing that he didn't blame her helped her feel better. The others watched on warmly as this kind stranger assuaged the guilt of the youngest apple._

_"Hey mister, what's your name?"_

_"Naruto…Naruto Uzumaki." He introduced himself as the other members of the Apple Clan shared a look, wondering if they had misheard him. "I…I've been told my name's unusual. It means maelstrom." He added, hoping that they wouldn't push the issue furthered._

_The Apples wondered if maybe Naruto was from one of the distant settlements that broke off from the main pony societies some time ago. That would explain his name and his willingness to wonder into the Everfree like that._

_"Well then Mister Naruto ah hope ya hungry cuz supper's about ready and ya gonna need to build up your strength."_

_Naruto would soon come to learn in the following days what it meant to be an apple. As he recovered from his injuries he began to adjust to the diet of a pony. He missed meat sure, but at least this body found vegetables and fruit far more agreeable then his human form. Not to mention Applebloom silently appointed herself to the role of Naruto's companion. With the exception of school and having to turn in early because of her young age one would hardly find one without the other._

_One evening proved to be the exception. Naruto found himself wandering the grounds when he caught site of Applejack at work. Sweat stained the cotton white shirt she was wearing signifying that she was hard at work. Naruto watched as the mare bolted forward suddenly towards an apple tree. He watched in awe as she took to the air and with a single solid kick sent a solid force strong enough to dislodge all the apples from the branches into the buckets below. She wasn't so much as fazed or affected by the action._

_That much strength and control and she treated the feat like it was nothing. It was at that moment Naruto knew what he was going to do. He was going to ask the apple siblings to train him seeing how casually Big Mac could pull a cart full of apples the other day indicated that he had immense strength as well._

It was a hard pill to swallow, but Naruto was never going to get back to his former level of strength without starting over. He was going to have to start from the basics and work his way up.

"That was pretty courageous of you to charge in like that. Weren't you scared?" Twilight wondered.

"I was more scared for the voice calling out then my own safety. Its been quite a while since that time of course and I'm more then fit to fight off the Timberwolves if I ever encounter them again. So are you ready to go?"

Twilight sighed contentedly, patting her full stomach. "I might need a minute," She said. "That was probably the greatest meal I have had in my entire life."

"Glad you liked it, sugarcube," Applejack said, as she came over and took a seat. "Don't get that many new folks around these parts nowadays. Always nice ta see a new and friendly face. Glad ta see you enjoyed yourself."

"I was just… following the atmosphere," Twilight said. "You have a very nice family."

"Why, thank you," Applejack said. "What about yourself? Got any family back in Camelot?"

"Yeah, actually," Twilight said. "My mom's a novelist, and my dad sits on the Canterlot council and my brother's second-in-command of the Royal Guard."

Applejack whistled. "The Royal Guard, huh? Protectin' the Princess 'erself? Heck, I bet you get ta see her all the time."

"I actually spoke with her last evening," Twilight said casually.

"You've met the Princess?" Applejack asked staring wide-eyed at Twilight.

"More times than I can count," Twilight said with just a bit of pride. "I've been her protégé for over thirteen years now, learning all I can about Magic."

Applejack laughed boisterously, slapping Twilight on the back. "Had ah known the Princess's prized apprentice be showing up ah brought out the that would have brought out the good silverware!"

"Oh, that's alright," Twilight said. "I've never really been fond of fancy parties and the like."

"Me neither!" Applejack laughed. "Looks like we got a lot in common."

"Sorry if this comes off as rude, but we really have to go." She said, grabbing Spike's shoulder and shaking awake the dazed dragon. The food was so delicious the little dragon was hit with the It is during mid-meal. "Well, it has been a lovely meal, and I thank you for your hospitality. I believe I can cross 'food' off the list of things that I need to check off," She said without emotion, not even noticing that she had practically repeated herself.

She turned to Naruto who had been oddly quiet during the exchange. "For the next item on our list I need to speak with a Miss Rainbow Dash about the weather." She glanced up at the sky, which had become cloudier and cloudier over the course of the hour-long lunch. "And I can assume she's not the best at her job."

"Actually Rain's pretty good at her job. She can be a bit lazy so once we find her the weather should be taken care of in not time." Naruto reassured her.

Twilight was a bit doubtful but she kept the opinion to herself.

"Ah'll be seeing you later Naruto." Applejack bid the blond a good bye with a wink, careful to make sure Twilight didn't notice.

A smile tugged at his lips, "It surprises me how fast Pinks can be sometimes." Naruto thought as he returned the wink.

"Alright Miss Sparkle we'll have to head back in town. I have a good idea where Rainbow Dash is." He said as he led her and the lumbering dragon back to town.


	5. Enter Rainbow Dash

**Summary for the Chapter:**

> Twilight continues to check up on the Summer Sun Celebration preparation as they run into Rainbow Dash whose relationship with Naruto is rather interesting.

Equestrian Heroes

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Naruto x ?

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Author's Note

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The flashback in this chapter is what actually happened, not one-hundred percent accurate to what Naruto remembers or what Rainbow Dash told him or otherwise it wouldn't make sense as how would Naruto tell them about the parts he wasn't there for.

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Story Start

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"The apples seem like perfectly nice pony. I don't see why you couldn't at least try and make friends." Spike finished as he hot her a worried glance.

"Spike, what do friends do?" Twilight asked her assistant.

'Um… they have fun? They… talk to each other, they spend time together, they…"

"Get in the way of studies by wasting your time with meaningless activities," Twilight said, finishing the sentence that Spike wasn't about to say. Spike groaned.

'Twilight, you are way too dedicated to studying,' He said. 'Taking some time off every now and then isn't a bad thing.'

Twilight shot a glance at Naruto who was further up ahead before turning her head back to Spike and continued. "Spike the time we wasted having lunch should have been spent doing more productive procedures. That time could have been used to get through this business a lot quicker. If we finish the job faster, we can spend more time gaining knowledge and Knowledge is power, Spike. And when the Princess ends up needing help with Nightmare Moon, I am going to need power," Twilight said with finality.

They found themselves on the edge of town. "Hey Rain!" Naruto shouted out as he peered up at the sky. "Come on lazy wings did you forget what today is already?"

A force shot by knocking Twilight off her feet and Naruto on his back. Naruto found himself pinned to the ground as a pair of supple breasts constrained by a black bra with a three color lightning bolt pattern designed on it presented itself to his face.

Of course those breasts belong to one Rainbow Dash. The Tomcolt's body was slim, fit, and rather athletic. Her mane consisted of a tomcolt style cut short with an assortment of colors of the rainbow of Light red, vermilion, gold with moderate sap green, cornflower blue, and moderate violet colors.

The tall and slim form was atypical of Pegasi often being the slimmest of the three pony tribes with light figures and the most resistant to temperature changes. On her back held large and majestic cyan wings with the same coloration of her fur. For her dream and her job Rainbow's body was perfect with a thin layer of muscle along her limbs. Though Naruto wasn't concerned about that, what was concerning him was the sport shot clad butt that was grinding against his crotch while her tail playfully brushed against his knees.

"R-Rain!" Naruto yelped as her face pressed dangerously close to the blond.

"What's wrong champ?" she teased in a husky tone. "Caught you completely off guard today." She continued grinding her tight asset against him.

Twilight could only look on scandalized at the situation before her. Upon mentioning shaking off the shock she hastily covered the eyes of her gaping assistant so he wouldn't be furthered corrupted by what he was seeing.

"We got company!" he said as he pointed to behind the Pegasus.

Rainbow craned her head as her eyes widened and her mouth dropped upon seeing Twilight and Spike. Rainbow jumped up, fluttering from her wings causing her to slowly descend to her feet. "Whoops." She bashfully chuckled as her cheeks burned a bit red. "Kind of awkward." She said as she let out another sheepish laugh. "Uh, 'scuse me? Lemme help you." The Pegasus said as he helped her up.

She then floated up to a cloud and jumped on it, causing a ray of showers to wash over the Unicorn. "Didn't mean to get you caught up in that. Sorry about that." Then using her powerful wings she caused the Unicorn to puff up, but dried out. "My very own patented Rain-Blow Dry! No no. Don't thank me. You're quite welcome." She replied with a burst of laughter acting as if the situation that happened just didn't happen.

Seeing the ridiculous state Twilight was in, who let go of Spike from the sudden burst of wind resulted in the dragon burst out laughing.

"Can't go a day without causing mayhem I see?" Naruto teased as Rainbow just let out a shrug.

"Yeah, yeah." She spiffily remarked. "And who's this?" Rainbow Dash flew down from the cloud and gave Twilight the once over. "Another one of your marefriends?" she teased the blond with a saucy smile.

"Cute," Naruto remarked. "She's here to monitor how things are going for the Summer Sun Festival and I'm playing the role of her tour guide.

Twilight Sparkle, having finally collected herself she cleared her throat and began speaking to Rainbow. "Excuse me, Rainbow Dash."

"The one and only." The Pegasus proudly boasted with a flap of her wings and a thump to her chest.

"I heard you were supposed to be keeping the sky clear." She let out a sigh. "I'm Twilight Sparkle, and the Princess sent me to check on the weather."

"I'll get it done in a jiffy just as soon as I'm done practicing my newest trick." She said as she began to gently fly back into the air.

"Practicing for what may I pray tell?"

"The Wonderbolts! They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!" The boasting was complemented with a mid-flight somersault while landing on the cloud behind her. Twilight would admit she had a little skill in the flight department.

"The Wonderbolts? The most talented fliers in Equestria," Twilight reaffirmed. She didn't have an interest in such sport events, but she at least knew of them by reputation. It was nearly impossible not to at least know about them.

"And they're gonna perform at the Festival tomorrow, and I'm gonna show 'em my stuff!" Rainbow gushed as her eyes glazed over as she began to daydream about the event.

In response to Rainbow's verbalized declaration Twilight let out a condescending snort. "Please, the Wonderbolts would never never accept a Pegasus who can't even keep the sky clear for one measly day." She challenged the Pegasus.

"Hey, I could clear this sky in ten seconds flat." Rainbow proudly boasted as her eyes scrunched up.

With a smirk on her face Twilight decided to challenge her. "Prove it."

With a burst of speed that nearly left Twilight face up Rainbow took off. She zipped through the sky, her hooves obliterating cloud by cloud with ease. Her movements were near untraceable as she quickly sent the little white puffs to nonexistence. With little sounds of exertions and loops Rainbow Dash left the sky empty. "What'd I say? Ten. Seconds. Flat." With a triumph grin and a flap of her wings Rainbow landed on the ground. "I'd never leave Ponyville hanging."

"As I've told you Miss Sparkle, she may be lazy but Rainbow Dash is good at her job." Naruto proudly stated.

"Yeah…" Rainbow added before catching onto Naruto's jab. "Hey!"

Despite it all Twilight couldn't help but let out a sheep like cry at the impressive speed. "You should see the look on your face. Ha! You're a laugh, Twilight Sparkle. I can't wait to hang out some more." Rainbow took to the sky again. "And if you're ready for me to whip your tail in a race again Naruto I'll take you on anytime."

"Hey, try me again without flying and we'll see who excels with speed." Naruto challenged with a determined grin.

"Wow, she's amazing!" Spike remarked. "How'd you meet her?" Spike wondered, turning to the blond. Naruto let out a sigh as he waved them over to another direction.

"I'll explain as we continued on to our next location. Where do we have to go next?" he asked as Spike checked the list and announced decorations. "Right, well I actually met Rainbow Dash before Applejack. It was around when I first arrived to Ponyville. My happening upon Ponyville was essentially an accident." He said as he began recalling the events while doing his best to recall what Rainbow had told him.

Rainbow Dash often took to the skies. The air was her domain, her element, embodying all the freedom one could ever wish. The air felt great in her mane as she continued doing a series of tricks and turns. She could feel it, her greatest desire coming true soon. She was sure if she kept it up she would one day be invited to join the Wonderbolts. Her focus on this one track goal was interrupted by a commotion down below in Everfree Forest.

One often to jump into action before planning out her steps Rainbow Dash shot down towards the area with near unparalleled speed. She disappeared from the sky's view under the thick foliage of the old forest. Her wings flapped in rhythm as she glided towards the location of the commotion and she gasped at what she saw.

An orange stallion was surrounded by creatures she did not recognize. They had long, willowy bodies reminiscent of withered willows and bony like features. Their mouths were like gaping black pits without a hint of a throat or end in sight. Their eyes were a hollow violet, a sort of dead pale imitation that could only be achieved by dolls.

The stallion looked to be rather cut up, patches of his body caked in blood and that he was about to collapse in exhaustion. Rainbow Dash couldn't stand by as these strange creatures attacked another member of her kind. "Hey freaks! Pick on someone your own size!" she declared with headstrong bravado. Landing for a brief moment she began picking up speed and charged towards the creatures that spared her a glance. She landed a solid spin kick into one of the unidentified creatures sending it flying into the air and slam into a tree, exploding into a smoky black wisp.

The creatures let out a high-pitched, hollow hiss as they meld into the ground and slithered towards Rainbow Dash. Startled, she immediately took to the air and gained some distance as they sprung from the ground and swiped at her. Floating back, she quickly picked up speed and ram into the creatures with her shoulder, sending them to meet their end as they exploded from whatever they impacted. Though for each one she managed to defeat two more would take its place. "Crud, there's no end to these guys."

Suddenly the creatures were evaporated by a stream of light. Rainbow found herself dumbstruck as orange Stallion uttered the word 'run' before collapsing. Normally Rainbow would have let out an exclamation of outrage; the insinuation that she was a coward would have been an insult to her pride, but whoever this Stallion he seemed to be heavily injured. Swallowing her Pride Rainbow picked him up in her arms and took to the air just before the creatures would retaliate. She quickly made her way to Ponyville to get the blond medical treatment.

Naruto began to stir, a groan escaping his lips as his vision slowly focused. He slowly sat up; he was in some kind of hospital room. "Where am I?" he wondered.

"You're at the hospital!" A sweet yet brash voice spoke to him.

He turned to the voice and sure enough it was the colorful bipedal female pony from the forest. "You…you saved me." He started to recollect what happened.

"Yep, the name is Rainbow Dash, feel free to thank me however much you think is necessary then throw a little bit more in for good measure." The speedster vainglorious remarked.

"Considering you were about to be overrun I'd consider us even." He teased with a light grin.

"What!" she exclaimed in outrage. "Hey buddy I totally saved your butt!" Rainbow argued, growing annoyed that the Stallion wasn't more grateful. "If I haven't been there you would have been creature food."

The stallion grew silent for a few seconds. "Thanks, I haven't been having the best past few days and you really helped me out of a tough situation."

"I…you're welcome." Rainbow remarked.

Suddenly another Pony woman had entered the room. She was shorter than the rainbow woman with a light pink made reminiscent of cotton candy wearing an open candy striper nurse outfit with a black top underneath as they were called he believe. A stark contrast to the scrubs he was used to seeing. Her fur was white or maybe closer to light gray shade with beautiful sapphire blue. She was wearing a Nurse hat and had Red Cross mark on her side with a heart at the four corners. All and all she was rather pleasant to look at."Well this is a first Rainbow. Normally whenever you come to the hospital you bring injuries, but this is the first time you've brought a Stallion. I wonder if that thing about those monsters is entirely true, hhm?" the nurse lightly teased the tomcolt with the insinuation that there was another reason behind the stallion's injuries. Considering how reckless Rainbow Dash could be it wasn't unusual to see her back in the hospital every other month or so.

"Nurse Redheart!" Rainbow Dash's cheek burned a furious red. She couldn't believe the insinuation she was hearing. "I don't even know him. Besides, I don't have time for romance; you know I'm trying to join the Wonderbolts."

"Sure, sure." Redheart replied. "Does the young Stallion have a name?" she asked, turning to Naruto.

"Naruto…Naruto Uzumaki." He explained as the two Mares shared a look.

"That's…a nice name." Redheart carefully chose her words. He had such a strange sounding name. Was he from one of the outer settlements? "Well than Mr. Naruto there is some paperwork you have to sign. Once it's done you'll be free to go after one last check-up."

Naruto merely murmured an okay. "Well I have to go since you're okay and all." Rainbow told him.

"Thanks again."

"Don't worry about it." Rainbow Dash casually remarked as she left the room. Naruto found himself released several hours later. Apparently he was now in a place known as Ponyville. 'No ID, no currency, and no allies.' He morosely thought. His best bet on gaining information and gathering his bearings would be heading to the library and learning as much as he could about this new world.

Naruto ended the story with him having healed up enough to leave the hospital.

"Wow, the two of you must have gotten close to go from hardly knowing each other to being together." Twilight noted.

"Oh? Oh no we're not together," Naruto corrected her with a light laugh. "She's like my bro. It's complicated."

"Last time I checked ponies do not engage in the sort of intimate behavior you two did so casually." She remarked with a deadpan look.

"Well Twi if you ever took time to ever make friends you could probably say that with utter clarity." Spike mentally thought with a role of her eyes.

"Well we have an odd sort of friendship. We like to prank and tease each other and Rainbow seems to get joy out of teasing me that way. The reason why I said she's like my bro because it'd be weird to think of her like my sister." He tried to reason as he realized it didn't really help his case. Thankfully since they were at the next location the conversation can be steered elsewhere.

Before them was a large, two story lavish building. It was a building of lavish colors of cerulean, pink, golden, diamond shades, silver, and other stylish colors. "This is the Carousel Boutique, home of Rarity." Sure enough the building has indeed emphasized its name. With horse shaped objects on the second floor like a carousel, crystal like clear glasses and an orange flag on top. A red shaped heart was one of the emblems above the golden horse shaped emblem above the home adorn with pink and violet hearts.

With a confident stride Naruto announced himself and his companions as they entered the Boutique.


	6. His Closest Bond Miss Rarity!

**Summary for the Chapter:**

> Naruto tails Twilight and Spike the story behind his relationship with Rarity.

Equestrian Heroes  
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Naruto x ?  
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Story Start  
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"You don't have to worry about being mobbed or experiencing too much trouble with Rarity. She's a rather reserved and elegant mare." Naruto remarked as they continued into the rather ornate shop.

The decorations of the shop consisted of tasteful banners that hung from several walls. Also out for display were outfits in cases displaying the style of this season, designs formal, casual, and even beach wear inspired were out. And the one responsible for it all was at the edge of the room in the process of working on something. From across the room the call of a mare humming to herself as she used her magic to string up further ornaments to color the room. Spike spoke out first, his voice lost in wonder. "Beautiful..."

"Yes, the decor is coming along nicely. This ought to be quick. I'll be at the library in no time. Beautiful indeed." Twilight said as she observed the surroundings.

"Not the decor, her!" Spike said as his eyes fell on the shop owner.

The mare's appearance gave off an older vibe than the others they had met that evening. With her back facing them the first thing that could be seen was the plush weight of her tail groomed into a spiral of rich moderate indigo that twitched and swayed behind her back as streamer after streamer was tossed into the air, carried by the bold blue hue of her rich magic aura.  
On her dainty hooves were indigo heels that gave her a bit of lift, yet the grace of her displayed not affected in any way as if she had been born in such shoes. The edge of her dress lay hung just a few inches short of the floor, revealing her ankles and a bit of her legs before the fine white silk of her back.

The entirety of the mare's trim and shapely back was on full show, but the amount of fur shown was anything but tasteless as her mane hung down past the small of her back and was just as dolled up and curly as her tail. As she turned, the low cut of the dress gave off a teasing glance of her ample cleavage. Hung between her bosom was a small diamond attached to a gold necklace chain that contrasted nicely to her beautiful body.

 

 

Her movements shifted her dress, revealing a slit in the leg of her dress that ran nearly to the right hip, displaying the mare's eye catching leg.

Now getting picky, she started to sort through what decorations she had left, tossing one after another to the side while hunting for just the right flare to finish off the room. "No, no, no, oh! Goodness no." Crying out in disappointment, she suddenly tossed the sliver of cloth away and shook her head with disappointment.

Spike suddenly became self-aware and began to lean in close to Twilight, whispering with care as he straightened his scales and the deep green spines upon his head. "How are my spines? Are they straight?" That was always one of the issues of Spike being a dragon. It was never a negative thing in the eyes of those who considered him a friend or family, but it was the fact that while he was closer to a young teenager by pony standards, he was still considered a baby by dragon standards. So it was always difficult to gauge how to treat him. Twilight suddenly realized why this seemed so familiar to her. This was the same sort of behavior Spike shown when he became infatuated with Moon Dancer.

But she had to forge ahead. Stepping in front of her assistant and calling out gently to the fashionable woman, glad to have someone with some sense for the importance of the work that needed be done. "Good afternoon-"

And instantly she was interrupted as the mare held out a hand and silenced her with a finger pointed to her lips. "Just a moment please! I'm 'in the zone', as it were." Another reach into the bin she had with her and at last the perfect flare to top off the room, her elated voice calling out in joy.

Praising herself once she realized just what the outfit needed.

"Sorry, I suppose I should have warned you this would happen." Naruto apologized to Twilight as a smile tugged at his lips.

The sound of the voice alerted the dressmaker as she craned her head. Her eyes lit up and with the design forgotten for the moment, Rarity got up and she pulled the blond into an enthused hug, unknowingly earning him Spike's ire.  
"Naruto! Oh darling where have you been? You up and disappear sending only letters and leaving poor Sweetie Belle and I wondering if you were ok." She said as she gave the blond one of her classic shaming looks.

"I'm sorry Rarity, I had things I needed to take care of." He kept his answer vague while quickly deflecting the topic of discussion. "How's Sweetie by the way?"

"The usual." She answered him with a dry expression. That could only mean the filly was a handful as usual.

The sound of a throat clearing drew to their attention that there were others still there. "Sorry, Rarity this is Twilight Sparkle and her companion Spike. Twilight is here to talk to you about the festival."

"Good afternoon-" Twilight began, introducing herself before Rarity suddenly yelped in response to seeing Twilight's mane.  
"Oh my stars darling, whatever happened to your coiffure?!" Rarity asked in a shocked tone.

"Oh you mean my mane? Well it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair!" Twilight countered.

"Out of my hair? What about your coiffure?!" Rarity remarked with a gasp.

Naruto whispered sorry to the Unicorn.

"Do you mind?" Twilight asked, but Rarity didn't hear her. She stepped back into Twilight's personal space, grabbing her face and staring intently at it.

"You have a marvelous complexion, but these patches of dry skin and the condition of your fur suggests you're something of a recluse." She noted.

Twilight grabbed her wrists. "Look, I'm not here for fashion advice. All I want to do is…" Rarity paid no heed to Twilight's words as she stared at Twilight's hands.

"My word, you've never had a manicure in your life, have you? Not to mention the stitching of your clothing is worn out. This sort of condition can have only been caused by frequent use. Nothing that cannot be fixed by moi."

Despite Twilight's protests Rarity began dragging her off, followed by Spike who was wearing a look of infatuation and Naruto with a look of indifference, having grown used to the seamstress antics.

"Don't fight it Twilight! Trust me, its easier to let Rarity do her work." Naruto called out to her. Moments later Twilight found herself being dressed up in a wide assortments of outfits.

"No, no, uh-uh. Too green." Twilight was dressed like the Lady of Liberty. "Too yellow." Twilight looked like some rich, high-class pony going to a garden party. "Too poofy." Twilight then had on more fancy clothes. "Not poofy enough." Twilight looked like a filly dressed up for a party. "Too frilly." Looked like a queen in the old ages. "Too... shiny."

Finally she got a necklace with a fancy saddle. "Now go on my dear. You were telling me where you're from."

"I've... been sent... from Canterlot... to-" Twilight said in a strained voice before Rarity lost her grip, sending Twilight flying.  
"Huh? Canterlot?! Oh, I am so envious! The glamour, the sophistication! I have always dreamed of living there! I can't wait to hear all about it! We are gonna be the best of friends, you and I... Emeralds?! What was I thinking? Let me get you some rubies!" Rarity said as she went to find some more jewels.

"Quick! Before she decides to dye my mane a new color!" Twilight said to Spike as they decided to flee before Rarity got back.  
The three of them soon found themselves on the outskirts of Ponyville once more. "Wasn't she wonderful?" A still love struck Spike asked the others.

A chuckle escaped Naruto's lips. "Rarity can also be another acquired taste to get used to."

"How did you come to meet such an enchanting creature?" Spike's desire to learn more about Rarity had overridden the jealousy he had towards the blond for the moment.

"Meeting Rare was one thing, but how we really became friends well…" Things had suddenly grown quiet and a faraway look filled his eyes. "It wasn't under the best conditions. It's not up to me to tell you that other story, but I can tell you how we met."  
It had been a few weeks since Naruto arrived to Ponyville and it was nearing the end of the Winter Season. He was making his way to a shop by the name of Carousel Boutique to have the clothing that he used to train in patched up. If he was lucky, he might even get more clothing to wear instead of having to wash the same thing over and over again.

000

 

"Hello? Excuse me? Anyone here?" He asked as he poked himself around the circus like building. "Wow, she must be rich like a noble or something." Naruto murmured as he looked around. "Hello?"

"Please come in, I'll be with you in a moment." Naruto walked deeper inside until he saw a Unicorn. Her horn glowed with a light heliotrope glow. One of the things Naruto came to learn was that some of these ponies were very peculiar about their image and colors. The only person who really struck him as someone really into that whole fashion scene was Ino. And even then she was more reserved then some of the residents he had encountered in his sort time here.

The Unicorn lady quickly finished what she was working on. "There, now that is all finished, how may I help...you?" Naruto watched the mare sputter before just stopping altogether.

Rarity stared at the stallion before her and she was horrified at his appearance. "Those garments are absolutely dreadful and will not do."

"Hey what are…stop…hey!" Despite Naruto's protests, the Unicorn began dragging him through the boutique before plopping him down in a chair.

"No one shall leave my boutique in such a condition. That mane of yours looks like jagged edges and you're covered in splotches. Do you not take care of your mane?" As the Unicorn continued to dress him down, Naruto couldn't help but wince. That rather pushy nature kind of reminded him of a temperamental Sakura.

"Look, that's enough! It's kind of insulting that you're berating me without even getting as so much as my name don't you think? I only came to see if I can get my clothes mended, but if you're only going to insult me I'll leave."

After the end of Naruto's statement, the Unicorn looked remorseful. "Forgive me, sometimes I lose myself when I get caught up in fashion. To think I tossed my manners to the wind like that. How can I even call myself a lady?"

Naruto found himself stunned by how dramatic the Unicorn was being. She even went as far as using her magic to pull out a couch and collapsed on top of it.

"Look, I'm just here to fix my clothes or get new ones. I'm…" He paused as he tried to come up with a reason. "…someone who works out and trains a lot and I need clothes to train in."

"Oh please allow me to fulfill this request. I assure you that you are in capable hands." She promised as she brought out a measuring tool. She began examining his dimensions when she caught sight of something. "My word, what an interesting and fetching features. I have never seen anything quite like it?"

Naruto cocked his head to the side as he turned to look at what Rarity was talking about. "What?"

"Your tail of course." She emphasized as if she couldn't believe he was clueless.

Naruto couldn't help but pale slightly. His tail definitely wasn't normal. It was more fox-like then it was pony.  
"Oh such a divine feature. Think of the outfits I could make showcasing it. It is like this life of ours to bless me with such a divine sight, if only I had such a treasure."

The only thing that came to Naruto's mind was his hope that the Unicorn wasn't going to kidnap him and stash him in the basement or something. Finally after what seemed like hours, he finally got his clothing, though despite how much he insisted on orange the Unicorn 'talked' him into substituting with something more luxurious, like violet.  
"Mister Uzumaki, I do hope you wouldn't mind taking up my offer for lunch as to apologize for my dreadful treatment of you earlier."  
Despite any initial misgivings, Naruto decided to give the seamstress a chance. She seemed like a real nice person. Pony. A real nice pony. He hoped he would get used to that soon. "That sounds like a nice idea to me Miss Rarity." Naruto accepted her proposal.

He would find himself soon inquiring about any opportunities to earn some money when Rarity approached him with a proposition. If he was willing to come with her to unearth and carry any gems found, than she would consider it payment for his clothes. Not to mention she would give him a small cut for his services from the gems she sold.

"Coooooooommmmmmmiiiiiiinnnnnngggggggg!" The sound of hoof steps approaching the door. Slowly it swung open. She smiled. "Fantastic, oh and I'm so grateful you were able to come help me on this excursion." She said as she headed back into the shop.

"No problems Miss Rarity." While working on Sweet Apple Acres would keep him fed and with shelter, he was never going to earn enough money that way. "To be honest, I'm looking forward to see the mountain side."

"Well we should make our way out," She replied to his enthusiasm. "After all, it's such a nice day, and I would hate to miss such a perfect chance to gather gems." She finished as she grabbed an extravagant canary yellow sunhat off the hat rack to protect her from the rays of the sun.

"Well then Miss Rarity." He said as he held the door open for Rarity. "After you."

"My you are such a nice gentlestallion." She smiled as she walked pass the door.  
Rarity smiled as the two began their trek out of the town.

 

 

Their journey took them north until Rarity found a patch of land, ripe with gemstones. Apparently the mare had a gem finding spell. Using the spell, she began walking in intricate patterns through the dirt field, protected by her boots, while also giving Naruto a blueprint on where to dig.

Every so often, the mare detected a cache of gems, in which Naruto then came to her aid and extracted the colored, translucent stones. Since Naruto was able to borrow an old worn out cart from the apples, the haul that they were gathering were quickly outstripping any haul that Rarity made previously.

The place was fairly barren, apart from a tree line and the occasional rock. He could see Rarity ahead, gesturing for him.  
"There's another good few over here." She noted. Instead of having Naruto dig, she ignited her horn with magic and moved the dirt apart, revealing the gems. Bringing the cart over, Naruto began piling the gems until it was nearly full.

"There we go. That should be enough."

"And you do this regularly for your craft? Seems like a lot of work you have to do regularly."

"Well normally during my hunts, the amount I manage to forage has yet to reach a third of what you were able to assist me with. I do thank you, as this saves me not only time, but lightens my schedule as well." Rarity finished with a happy smile.  
"Well whenever you need help finding gems, I'll be happy to help." Naruto finished as he returned the gesture.

Sure enough, Naruto found himself spending more and more time at Rarity's boutique, assisting the mare in whatever she needed. Because of the shortage of adult stallions, finding a good and available stallion to model had proven unfruitful, until Naruto came along.

Naruto found himself gaining a new respect for people who made clothing. He would find himself standing for what felt like hours when she would get his measurements, look him over, and then determine what kind of fabrics would work with his overall color, attitude, and physical appearance with the mare lamenting the fact that his coloration made it difficult to find good combination for the reason. Despite all this, she still worked as hard as she could in order to piece together her vision of fashion perfection.

Over the weeks he had come to assist her, he found that she'd work tirelessly, even going so far as to go without sleep in hopes of finishing clothing for him when a client's clothing took a bit longer to finish over some complaint that Naruto couldn't help but feel like they were minor. Despite him assuring her that she didn't have to go through so much trouble, she did anyway, because that was her nature.

Because of that, Naruto had begun a transition of spending his time helping Rarity whenever he could to repay her for her generosity. That led to the second factor that would play a part in the reason Naruto would inevitably move in. Rarity's little sister Sweetie Belle.

The moment Naruto saw the filly, he wanted to adopt her. She was the cutest little thing he had ever seen no matter how much of a klutz she was. Of course Rarity found this a blessing in disguise as she insisted that Naruto could help by baby-sitting Sweetie Belle. Sure that meant a lot of havoc and chaos would go on within Ponyville, but as long as it was away from her shop while she worked, Rarity was more than happy to accept the results of whatever a bored Naruto and Sweetie Belle could inevitably unleash.

Weeks passed byand sure enough, Naruto found himself growing closer to the sisters to the point where Rarity was cooking meals for him not to mention him staying after hours became more common place. Sure the apples were more open and family oriented, but there was something more personal about the one on one time shared between Naruto and Rarity. He would regale her with heavily altered tales of his traveling experiences and she would share her own experiences of learning about the Prench culture and how she managed to find herself where she was now.

As such, the trips for gem hunting were now a common thing between the two of them when Naruto had expressed his desire to build up a savings. Rarity who usually was only making trips every other week, now found herself going every other day with the blond as his assistance increased her gem holdings nearly tenfold, meaning she could afford to spend a few days assisting him to forage for gems. With enough stored, they could go into the city where Naruto knew where they could be appraised and then he could find a business or buyer to exchange them for bits.

"Rarity I assure you, I'm enjoying myself quite a bit." The blond remarked as Rarity had just expressed her concern that her companion spent more time helping her than worrying about himself. "I enjoy helping you out because it gives me something to do. You continue to take time out of your day to help me out of the kindness of your heart, without expecting anything in return and trust me, not just anypony does that. Being with you has made me happy, because it's given me something to do besides working myself into the ground. I guess the best way to put it is, you add balance to my life. While I'm not ungrateful, nor can I ever forget what the apples have done for me, what you've given me is something they can't. Being around them gave me a sense of family and a home, but being around you gives me a sense of duty. In other words I wish to thank you Miss Rarity, for being the most generous soul I've ever known." After he finished his speech, a silence had formed between them.

A blush crept upon the cheeks of the mare. That had been the sweetest thing anyone had said to her…ever. She was at a loss of words.

When Rarity continued to remain silent, Naruto began to wonder if maybe he had said too much?

"Thank you…Darling."

Hearing Rarity speak again caused Naruto to relax. Suddenly the smell of something had alerted Naruto. A sort of dank and hot, and musty smell that he instinctively realized without anything needed to be said. From around some boulders, bipedal creatures appeared. At first he thought they were stallion because of their features, but a closer inspection revealed that the torso of their bodies had hair more reminiscent to human than pony fur.

These creatures were strongly built with flat noses, large pointed ears, long curly hair, and full beards, with wreaths of vine or ivy circling their balding heads. The features as Naruto realized, were more like goats then ponies, especially the one with the black fur. Unlike the others who had short horns, this creature dwarfed the size of his brethren and had massive ram like horns.  
They were all armed with staff like objects, covered with vines and leaves and topped off with pine cones whose edges were maliciously shaved sharp.

Naruto had never heard or seen these kinds of creatures before, but something told him to be on guard. He was surprised when Rarity moved behind him as her expression went rather ghastly. Whatever the hell these creatures were, they were frightening to her. "Rarity? What are these creatures?" He whispered.

"T-They're S-Satyrs." She stammered out but managed to keep her voice a low whisper. Whatever information she had was put on hold as she began to muse something else. "It doesn't make sense. Why are they all the way out here?"

"Well, well, well." The black satyr spoke, his voice a dark and smooth one would find befitting of a business owner. "A Unicorn mare. Heard their be dealers looking for horns in these parts."

Naruto's eyes widened for a brief moment before his face sharpened and his eyes slightly closed in disgust as he digested the information. This was the first that he had ever heard of such a thing. "What do you want?" He calmly asked, trying to do his best to avoid instigating a fight. As long as Rarity was here, he wouldn't be foolish enough to initiate a confrontation that could get her hurt.

"Your treasure…we want it." He said as he made a beckoning motion with his clawed finger.

"Naruto, darling, just give them the gems. We can always get more." Rarity pleaded with him as the fear in her voice was pronounced. She was trembling as well.

Naruto turned his head to console her. "I will Rare. I won't let them hurt you." He told her in hopes of keeping her calm before turning back around. He grabbed what little haul they made and tossed the bags halfway between them and the Satyrs.  
"That's all we have." Naruto said as he stepped back.

"You seem to have misunderstood me mule, I said I want your treasure."

"I don't have anything else on me." Naruto knew two things for sure. Chances of things going peacefully were almost nonexistent and the way he was called mule was definitely an insult.

Without a word, the Black Satyr simply lifted his staff and pointed it at the mare. "Give us the mare and we'll let you walk away alive."

"Like hell I will!" Naruto snarled as he finally realized what they intended. Naruto craned his head and turned to the mare. "Rarity, I'm going to distract them, you need to get out of here."

"I will not abandon you!" She replied with a stubborn shake of her head.

"I can't fight effectively if I'm worried about you. Please." He pleaded, but before he could get a chance, the Satyr underlings charged. With one more cry to her to run, Naruto engaged his attackers.

As much as Rarity didn't want to leave the blond, she knew she was no use in a fight. She shouted to the blond she would get help and took off down the path.

Immediately two of the Satyrs shot forward, using their feet, they rammed into Naruto, causing the blond to fly back slightly before digging his hooves into the ground. The breath was nearly knocked out of him as they continued their attempts to blitz him.

Realizing the Satyrs were much stronger than Naruto anticipated, it forced the blond to be more on the defensive. He placed precise and quick strikes into their ankles, throats, or whatever vulnerable place he could strike. When the other short horns entered the fray, Naruto met them strike for strike, channeling his chakra to harden his skin and cushion the blows before returning the favor. A solid strike to the abdomen caused the Satyr with the short goatee to double over. Quickly maneuvering with a sweep kick allowed Naruto to trip one off his feet and quickly jump back, lunging his elbow into the throat of the other Satyr.

Naruto let out a yelp as one of the Satyrs rammed his horn into the blond's shoulder causing a small spurt of blood, pain coursing through the right portion of his body. Naruto knew he had to work fast as the loss of blood and blood pressure would cause the organs of his body to start failing due to his body slowly losing oxygen.

 

Twisting his body so he could use fight more effectively with his other arm, Naruto grabbed the back of his head and rammed his knee into his chin, sending the creature flying back. Naruto let out a yelp as he found himself stabbed by the creatures' spears. Apparently they decided that the blond wasn't the weakling they thought he was. Naruto nearly stumbled over from the numbing sensation coursing through his body.

All eight of the Satyrs charged him at once. Thankfully they weren't too bright or trained, relying on their weapons and brute strength instead of tactics, so Naruto began to use their strength against them. As they charged him, he maneuvered it so he could use his hands and hooves respectively to maneuver them to stab four of the Satyrs with their own weapons.  
Landing on all fours, Naruto grabbed two of them and held the other four Satyrs at arm's length.

"Put down the Thyrsus mule!" Naruto turned to see the black Satyr had Rarity slung over his shoulder. Letting loose a low growl, Naruto dropped the Thrysus.

The four Satyrs that weren't paralyzed proceeded to wail on the blond. The pain was nearly unbearable as the strength of the blows left him bloody and bruised to the point his body gave out along with using their weapons to stab into the blond. They continued to attack the blond to the point where his body felt like it was going to be turned into paste.

The black Satyr tossed Rarity unceremoniously on the ground. Naruto's chest tightened as he noticed that her dress was torn and a bruise was on her face with blood seeping from her busted lip. The rage within the blond was slowly building.  
"Pathetic!" The horned leader snarled as he rounded on his group. "A mere mule, a dirt digger of all things nearly did you in."  
"But lord Ashby." One of the Satyrs began to speak, only for the horned Satyr to kick up one of the spears and launched it into the Satyr's shoulder. The Satyr dropped to his knees as he held back the scream through closed lips.

Naruto's eyes met with Rarity's, seeing they were filled with sorrow.

"I would have let you live, but your insolence has put me in a rather foul mood. So before I finish you off, I'll let you watch your little marefriend bring me some relief." Ashby taunted as he grabbed Rarity by the wrists and hoist her up. Ashby's followers began to laugh and whoop it up.

Tried as she might, Rarity wasn't strong enough to break from his hold and started to cry, pleading for him not to do this.  
That was when a fury Naruto hadn't felt for years began to wail up inside of him. If this creature think he was going to sit back and watch him violate someone he considered precious than he was wrong.

In that moment Naruto had snapped. One moment Ashby was celebrating his victory, the next all he felt was pain. He looked to his followers and all he saw was shock and fear. What. What was going on? He looked down to see that Naruto's hand was buried into his chest. Naruto yanked back, blood spurted from the wound as Ashby fell backwards to the ground, going through shock, finding himself unable to breath and slowly succumbing to death. In one simple gesture Naruto crushed the organ he ripped out.

"Leave…" The tone that left the blond was cold and completely hollow. He turned to the Satyrs, his eyes crimson slits but something was wrong. This wasn't the same as when he fought Haku on the bridge, or Kimmaro or Orchimaru all those years ago. This was even different than when he thought Nagato had killed Hinata. There was something much darker, more sinister dark to it. This was definitely Kurama's chakra, but there was something else." Before I lose the remaining sense of reason I have left."

The cowards fled, gathering their remaining brethren and took off. The only remaining sound was the soft sobbing of Rarity. Turning to her, he saw that her outfit was more torn up than he thought, revealing further bruising and her bra. Naruto took off his shirt and walked over to Rarity. "Rare." He softly called out to the mare.

She looked up as she watched the blond place his shirt over her so she was no longer exposed. "Sorry, I'm so sorry." She sobbed; feeling that it was her fault the blond was so hurt. On one hand, a part of her was repulsed and scared of the brutality of what she just witnessed. She had never seen anypony or anything be killed before. She certainly didn't know anypony who could commit such a horrid action, but on the other hand another part of her, a much larger and grateful part of her was thankful. That creature was going to rape her and heavens know what else, but he had saved her. Despite that vicious beating he had found a way through the pain and annihilated that beast all for the sake of saving her.

"I wish you didn't have to see that." He mumbled as he looked down at the ground. Was it shame he felt? Not in killing that creature no, but of having Rarity see such a beastly side of himself.

Rarity was confused for a moment before she realized why he said that. He must have picked up on her still coming to terms of what just happened. Suddenly, to even her own surprise she hugged the stallion. "Thank you…thank you so much. I was so horrified and…" She trailed off.

 

 

 

"Rare…" He said, the sadness in his eyes was clear as he rested his chin on her shoulder. "I was…I was so afraid I would lose you, and so afraid that you might grow to fear me after what I just done."

"Never, I owe you my life." She said as she felt a wet sticky sensation drip down on her. "Oh my Celestia." She cried out, completely forgetting how injured Naruto was. "We need to get you to the hospital." She said as she slung his arm over his shoulder and helped him up. "Can you walk?"

"Y-Yeah," He managed to get out as he felt his adrenaline beginning to drain. His legs. He could barely feel his legs and it hurt to breathe. "Rare," He softly said as he noticed it was starting to get dark. "It'll be faster if you…"

 

 

 

"Do not!" She sharply cut him off with furious tears. "I will not leave you behind. We are both getting out of here, together." She emphasized as she slowly began their trek. They were miles away and at this rate it would be nightfall before they got back. "I…I was not strong enough to fight back. That will be something I will always regret, but I am strong enough to help you now. I have to be. I will be so, so do not ask me to continue to be helpless to do anything."

"Ok Rarity." He simply replied as they slowly made their way back to town.

After that day, the nature of their relationship had permanently changed.

00000000000

Naruto realized he had been quiet for a good deal having become lost in his own memories. Before he could apologize for the sudden silence the sound of chirping birds drew their attention. He realized they were near the forest outskirts where Fluttershy frequented.


	7. His Closest Bond Miss Rarity!

**Summary for the Chapter:**

> Naruto tails Twilight and Spike the story behind his relationship with Rarity.

Equestrian Heroes

0

Naruto x ?

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Story Start

0

"You don't have to worry about being mobbed or experiencing too much trouble with Rarity. She's a rather reserved and elegant mare." Naruto remarked as they continued into the rather ornate shop.

The decorations of the shop consisted of tasteful banners that hung from several walls. Also out for display were outfits in cases displaying the style of this season, designs formal, casual, and even beach wear inspired were out. And the one responsible for it all was at the edge of the room in the process of working on something. From across the room the call of a mare humming to herself as she used her magic to string up further ornaments to color the room. Spike spoke out first, his voice lost in wonder. "Beautiful..."

"Yes, the decor is coming along nicely. This ought to be quick. I'll be at the library in no time. Beautiful indeed." Twilight said as she observed the surroundings.

"Not the decor, her!" Spike said as his eyes fell on the shop owner.

The mare's appearance gave off an older vibe than the others they had met that evening. With her back facing them the first thing that could be seen was the plush weight of her tail groomed into a spiral of rich moderate indigo that twitched and swayed behind her back as streamer after streamer was tossed into the air, carried by the bold blue hue of her rich magic aura.

On her dainty hooves were indigo heels that gave her a bit of lift, yet the grace of her displayed not affected in any way as if she had been born in such shoes. The edge of her dress lay hung just a few inches short of the floor, revealing her ankles and a bit of her legs before the fine white silk of her back.

The entirety of the mare's trim and shapely back was on full show, but the amount of fur shown was anything but tasteless as her mane hung down past the small of her back and was just as dolled up and curly as her tail. As she turned, the low cut of the dress gave off a teasing glance of her ample cleavage. Hung between her bosom was a small diamond attached to a gold necklace chain that contrasted nicely to her beautiful body.

Her movements shifted her dress, revealing a slit in the leg of her dress that ran nearly to the right hip, displaying the mare's eye catching leg. 

Now getting picky, she started to sort through what decorations she had left, tossing one after another to the side while hunting for just the right flare to finish off the room. "No, no, no, oh! Goodness no." Crying out in disappointment, she suddenly tossed the sliver of cloth away and shook her head with disappointment.

Spike suddenly became self-aware and began to lean in close to Twilight, whispering with care as he straightened his scales and the deep green spines upon his head. "How are my spines? Are they straight?" That was always one of the issues of Spike being a dragon. It was never a negative thing in the eyes of those who considered him a friend or family, but it was the fact that while he was closer to a young teenager by pony standards, he was still considered a baby by dragon standards. So it was always difficult to gauge how to treat him. Twilight suddenly realized why this seemed so familiar to her. This was the same sort of behavior Spike shown when he became infatuated with Moon Dancer.

But she had to forge ahead. Stepping in front of her assistant and calling out gently to the fashionable woman, glad to have someone with some sense for the importance of the work that needed be done. "Good afternoon-"

And instantly she was interrupted as the mare held out a hand and silenced her with a finger pointed to her lips. "Just a moment please! I'm 'in the zone', as it were." Another reach into the bin she had with her and at last the perfect flare to top off the room, her elated voice calling out in joy.

Praising herself once she realized just what the outfit needed.

"Sorry, I suppose I should have warned you this would happen." Naruto apologized to Twilight as a smile tugged at his lips.

 

[img]http://orig08.deviantart.net/10e7/f/2015/197/c/6/equestrian_heroes__preparing_for_the_festival__by_therealkyuubi16-d91mloa.png[/img]

 

The sound of the voice alerted the dressmaker as she craned her head. Her eyes lit up and with the design forgotten for the moment, Rarity got up and she pulled the blond into an enthused hug, unknowingly earning him Spike's ire.

"Naruto! Oh darling where have you been? You up and disappear sending only letters and leaving poor Sweetie Belle and I wondering if you were ok." She said as she gave the blond one of her classic shaming looks.

"I'm sorry Rarity, I had things I needed to take care of." He kept his answer vague while quickly deflecting the topic of discussion. "How's Sweetie by the way?"

"The usual." She answered him with a dry expression. That could only mean the filly was a handful as usual.

The sound of a throat clearing drew to their attention that there were others still there. "Sorry, Rarity this is Twilight Sparkle and her companion Spike. Twilight is here to talk to you about the festival."

"Good afternoon-" Twilight began, introducing herself before Rarity suddenly yelped in response to seeing Twilight's mane.

"Oh my stars darling, whatever happened to your coiffure?!" Rarity asked in a shocked tone.

"Oh you mean my mane? Well it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair!" Twilight countered.

"Out of my hair? What about your coiffure?!" Rarity remarked with a gasp.

Naruto whispered sorry to the Unicorn. 

"Do you mind?" Twilight asked, but Rarity didn't hear her. She stepped back into Twilight's personal space, grabbing her face and staring intently at it.

"You have a marvelous complexion, but these patches of dry skin and the condition of your fur suggests you're something of a recluse." She noted.

Twilight grabbed her wrists. "Look, I'm not here for fashion advice. All I want to do is…" Rarity paid no heed to Twilight's words as she stared at Twilight's hands.

"My word, you've never had a manicure in your life, have you? Not to mention the stitching of your clothing is worn out. This sort of condition can have only been caused by frequent use. Nothing that cannot be fixed by moi."

Despite Twilight's protests Rarity began dragging her off, followed by Spike who was wearing a look of infatuation and Naruto with a look of indifference, having grown used to the seamstress antics.

"Don't fight it Twilight! Trust me, its easier to let Rarity do her work." Naruto called out to her. Moments later Twilight found herself being dressed up in a wide assortments of outfits.

"No, no, uh-uh. Too green." Twilight was dressed like the Lady of Liberty. "Too yellow." Twilight looked like some rich, high-class pony going to a garden party. "Too poofy." Twilight then had on more fancy clothes. "Not poofy enough." Twilight looked like a filly dressed up for a party. "Too frilly." Looked like a queen in the old ages. "Too... shiny."

Finally she got a necklace with a fancy saddle. "Now go on my dear. You were telling me where you're from."

"I've... been sent... from Canterlot... to-" Twilight said in a strained voice before Rarity lost her grip, sending Twilight flying.

"Huh? Canterlot?! Oh, I am so envious! The glamour, the sophistication! I have always dreamed of living there! I can't wait to hear all about it! We are gonna be the best of friends, you and I... Emeralds?! What was I thinking? Let me get you some rubies!" Rarity said as she went to find some more jewels.

"Quick! Before she decides to dye my mane a new color!" Twilight said to Spike as they decided to flee before Rarity got back.

The three of them soon found themselves on the outskirts of Ponyville once more. "Wasn't she wonderful?" A still love struck Spike asked the others.

A chuckle escaped Naruto's lips. "Rarity can also be another acquired taste to get used to."

"How did you come to meet such an enchanting creature?" Spike's desire to learn more about Rarity had overridden the jealousy he had towards the blond for the moment.

"Meeting Rare was one thing, but how we really became friends well…" Things had suddenly grown quiet and a faraway look filled his eyes. "It wasn't under the best conditions. It's not up to me to tell you that other story, but I can tell you how we met."

 

[hr]

It had been a few weeks since Naruto arrived to Ponyville and it was nearing the end of the Winter Season. He was making his way to a shop by the name of Carousel Boutique to have the clothing that he used to train in patched up. If he was lucky, he might even get more clothing to wear instead of having to wash the same thing over and over again.

"Hello? Excuse me? Anyone here?" He asked as he poked himself around the circus like building. "Wow, she must be rich like a noble or something." Naruto murmured as he looked around. "Hello?"

"Please come in, I'll be with you in a moment." Naruto walked deeper inside until he saw a Unicorn. Her horn glowed with a light heliotrope glow. One of the things Naruto came to learn was that some of these ponies were very peculiar about their image and colors. The only person who really struck him as someone really into that whole fashion scene was Ino. And even then she was more reserved then some of the residents he had encountered in his sort time here.

The Unicorn lady quickly finished what she was working on. "There, now that is all finished, how may I help...you?" Naruto watched the mare sputter before just stopping altogether.

Rarity stared at the stallion before her and she was horrified at his appearance. "Those garments are absolutely dreadful and will not do."

"Hey what are…stop…hey!" Despite Naruto's protests, the Unicorn began dragging him through the boutique before plopping him down in a chair.

"No one shall leave my boutique in such a condition. That mane of yours looks like jagged edges and you're covered in splotches. Do you not take care of your mane?" As the Unicorn continued to dress him down, Naruto couldn't help but wince. That rather pushy nature kind of reminded him of a temperamental Sakura.

"Look, that's enough! It's kind of insulting that you're berating me without even getting as so much as my name don't you think? I only came to see if I can get my clothes mended, but if you're only going to insult me I'll leave."

After the end of Naruto's statement, the Unicorn looked remorseful. "Forgive me, sometimes I lose myself when I get caught up in fashion. To think I tossed my manners to the wind like that. How can I even call myself a lady?"

Naruto found himself stunned by how dramatic the Unicorn was being. She even went as far as using her magic to pull out a couch and collapsed on top of it.

"Look, I'm just here to fix my clothes or get new ones. I'm…" He paused as he tried to come up with a reason. "…someone who works out and trains a lot and I need clothes to train in."

"Oh please allow me to fulfill this request. I assure you that you are in capable hands." She promised as she brought out a measuring tool. She began examining his dimensions when she caught sight of something. "My word, what an interesting and fetching features. I have never seen anything quite like it?"

Naruto cocked his head to the side as he turned to look at what Rarity was talking about. "What?"

"Your tail of course." She emphasized as if she couldn't believe he was clueless.

Naruto couldn't help but pale slightly. His tail definitely wasn't normal. It was more fox-like then it was pony.

"Oh such a divine feature. Think of the outfits I could make showcasing it. It is like this life of ours to bless me with such a divine sight, if only I had such a treasure."

The only thing that came to Naruto's mind was his hope that the Unicorn wasn't going to kidnap him and stash him in the basement or something. Finally after what seemed like hours, he finally got his clothing, though despite how much he insisted on orange the Unicorn 'talked' him into substituting with something more luxurious, like violet.

"Mister Uzumaki, I do hope you wouldn't mind taking up my offer for lunch as to apologize for my dreadful treatment of you earlier."

Despite any initial misgivings, Naruto decided to give the seamstress a chance. She seemed like a real nice person. Pony. A real nice pony. He hoped he would get used to that soon. "That sounds like a nice idea to me Miss Rarity." Naruto accepted her proposal.

He would find himself soon inquiring about any opportunities to earn some money when Rarity approached him with a proposition. If he was willing to come with her to unearth and carry any gems found, than she would consider it payment for his clothes. Not to mention she would give him a small cut for his services from the gems she sold.

"Coooooooommmmmmmiiiiiiinnnnnngggggggg!" The sound of hoof steps approaching the door. Slowly it swung open. She smiled. "Fantastic, oh and I'm so grateful you were able to come help me on this excursion." She said as she headed back into the shop.

"No problems Miss Rarity." While working on Sweet Apple Acres would keep him fed and with shelter, he was never going to earn enough money that way. "To be honest, I'm looking forward to see the mountain side."

"Well we should make our way out," She replied to his enthusiasm. "After all, it's such a nice day, and I would hate to miss such a perfect chance to gather gems." She finished as she grabbed an extravagant canary yellow sunhat off the hat rack to protect her from the rays of the sun.

"Well then Miss Rarity." He said as he held the door open for Rarity. "After you."

"My you are such a nice gentlestallion." She smiled as she walked pass the door.

Rarity smiled as the two began their trek out of the town.

 

[img]http://orig02.deviantart.net/d523/f/2015/197/4/f/equestrian_heroes__gem_hunting_by_therealkyuubi16-d91mm7k.png[/img]

Their journey took them north until Rarity found a patch of land, ripe with gemstones. Apparently the mare had a gem finding spell. Using the spell, she began walking in intricate patterns through the dirt field, protected by her boots, while also giving Naruto a blueprint on where to dig.

Every so often, the mare detected a cache of gems, in which Naruto then came to her aid and extracted the colored, translucent stones. Since Naruto was able to borrow an old worn out cart from the apples, the haul that they were gathering were quickly outstripping any haul that Rarity made previously.

The place was fairly barren, apart from a tree line and the occasional rock. He could see Rarity ahead, gesturing for him.

"There's another good few over here." She noted. Instead of having Naruto dig, she ignited her horn with magic and moved the dirt apart, revealing the gems. Bringing the cart over, Naruto began piling the gems until it was nearly full.

"There we go. That should be enough."

"And you do this regularly for your craft? Seems like a lot of work you have to do regularly."

"Well normally during my hunts, the amount I manage to forage has yet to reach a third of what you were able to assist me with. I do thank you, as this saves me not only time, but lightens my schedule as well." Rarity finished with a happy smile.

"Well whenever you need help finding gems, I'll be happy to help." Naruto finished as he returned the gesture.

Sure enough, Naruto found himself spending more and more time at Rarity's boutique, assisting the mare in whatever she needed. Because of the shortage of adult stallions, finding a good and available stallion to model had proven unfruitful, until Naruto came along.

Naruto found himself gaining a new respect for people who made clothing. He would find himself standing for what felt like hours when she would get his measurements, look him over, and then determine what kind of fabrics would work with his overall color, attitude, and physical appearance with the mare lamenting the fact that his coloration made it difficult to find good combination for the reason. Despite all this, she still worked as hard as she could in order to piece together her vision of fashion perfection.

Over the weeks he had come to assist her, he found that she'd work tirelessly, even going so far as to go without sleep in hopes of finishing clothing for him when a client's clothing took a bit longer to finish over some complaint that Naruto couldn't help but feel like they were minor. Despite him assuring her that she didn't have to go through so much trouble, she did anyway, because that was her nature.

Because of that, Naruto had begun a transition of spending his time helping Rarity whenever he could to repay her for her generosity. That led to the second factor that would play a part in the reason Naruto would inevitably move in. Rarity's little sister Sweetie Belle.

The moment Naruto saw the filly, he wanted to adopt her. She was the cutest little thing he had ever seen no matter how much of a klutz she was. Of course Rarity found this a blessing in disguise as she insisted that Naruto could help by baby-sitting Sweetie Belle. Sure that meant a lot of havoc and chaos would go on within Ponyville, but as long as it was away from her shop while she worked, Rarity was more than happy to accept the results of whatever a bored Naruto and Sweetie Belle could inevitably unleash.

Weeks passed byand sure enough, Naruto found himself growing closer to the sisters to the point where Rarity was cooking meals for him not to mention him staying after hours became more common place. Sure the apples were more open and family oriented, but there was something more personal about the one on one time shared between Naruto and Rarity. He would regale her with heavily altered tales of his traveling experiences and she would share her own experiences of learning about the Prench culture and how she managed to find herself where she was now.

As such, the trips for gem hunting were now a common thing between the two of them when Naruto had expressed his desire to build up a savings. Rarity who usually was only making trips every other week, now found herself going every other day with the blond as his assistance increased her gem holdings nearly tenfold, meaning she could afford to spend a few days assisting him to forage for gems. With enough stored, they could go into the city where Naruto knew where they could be appraised and then he could find a business or buyer to exchange them for bits.

"Rarity I assure you, I'm enjoying myself quite a bit." The blond remarked as Rarity had just expressed her concern that her companion spent more time helping her than worrying about himself. "I enjoy helping you out because it gives me something to do. You continue to take time out of your day to help me out of the kindness of your heart, without expecting anything in return and trust me, not just anypony does that. Being with you has made me happy, because it's given me something to do besides working myself into the ground. I guess the best way to put it is, you add balance to my life. While I'm not ungrateful, nor can I ever forget what the apples have done for me, what you've given me is something they can't. Being around them gave me a sense of family and a home, but being around you gives me a sense of duty. In other words I wish to thank you Miss Rarity, for being the most generous soul I've ever known." After he finished his speech, a silence had formed between them.

A blush crept upon the cheeks of the mare. That had been the sweetest thing anyone had said to her…ever. She was at a loss of words.

When Rarity continued to remain silent, Naruto began to wonder if maybe he had said too much?

"Thank you…Darling."

Hearing Rarity speak again caused Naruto to relax. Suddenly the smell of something had alerted Naruto. A sort of dank and hot, and musty smell that he instinctively realized without anything needed to be said. From around some boulders, bipedal creatures appeared. At first he thought they were stallion because of their features, but a closer inspection revealed that the torso of their bodies had hair more reminiscent to human than pony fur.

These creatures were strongly built with flat noses, large pointed ears, long curly hair, and full beards, with wreaths of vine or ivy circling their balding heads. The features as Naruto realized, were more like goats then ponies, especially the one with the black fur. Unlike the others who had short horns, this creature dwarfed the size of his brethren and had massive ram like horns.

They were all armed with staff like objects, covered with vines and leaves and topped off with pine cones whose edges were maliciously shaved sharp.

Naruto had never heard or seen these kinds of creatures before, but something told him to be on guard. He was surprised when Rarity moved behind him as her expression went rather ghastly. Whatever the hell these creatures were, they were frightening to her. "Rarity? What are these creatures?" He whispered.

"T-They're S-Satyrs." She stammered out but managed to keep her voice a low whisper. Whatever information she had was put on hold as she began to muse something else. "It doesn't make sense. Why are they all the way out here?"

"Well, well, well." The black satyr spoke, his voice a dark and smooth one would find befitting of a business owner. "A Unicorn mare. Heard their be dealers looking for horns in these parts."

Naruto's eyes widened for a brief moment before his face sharpened and his eyes slightly closed in disgust as he digested the information. This was the first that he had ever heard of such a thing. "What do you want?" He calmly asked, trying to do his best to avoid instigating a fight. As long as Rarity was here, he wouldn't be foolish enough to initiate a confrontation that could get her hurt.

"Your treasure…we want it." He said as he made a beckoning motion with his clawed finger.

"Naruto, darling, just give them the gems. We can always get more." Rarity pleaded with him as the fear in her voice was pronounced. She was trembling as well.

Naruto turned his head to console her. "I will Rare. I won't let them hurt you." He told her in hopes of keeping her calm before turning back around. He grabbed what little haul they made and tossed the bags halfway between them and the Satyrs.

"That's all we have." Naruto said as he stepped back.

"You seem to have misunderstood me mule, I said I want your treasure."

"I don't have anything else on me." Naruto knew two things for sure. Chances of things going peacefully were almost nonexistent and the way he was called mule was definitely an insult.

Without a word, the Black Satyr simply lifted his staff and pointed it at the mare. "Give us the mare and we'll let you walk away alive."

"Like hell I will!" Naruto snarled as he finally realized what they intended. Naruto craned his head and turned to the mare. "Rarity, I'm going to distract them, you need to get out of here."

"I will not abandon you!" She replied with a stubborn shake of her head.

"I can't fight effectively if I'm worried about you. Please." He pleaded, but before he could get a chance, the Satyr underlings charged. With one more cry to her to run, Naruto engaged his attackers.

As much as Rarity didn't want to leave the blond, she knew she was no use in a fight. She shouted to the blond she would get help and took off down the path.

Immediately two of the Satyrs shot forward, using their feet, they rammed into Naruto, causing the blond to fly back slightly before digging his hooves into the ground. The breath was nearly knocked out of him as they continued their attempts to blitz him.

Realizing the Satyrs were much stronger than Naruto anticipated, it forced the blond to be more on the defensive. He placed precise and quick strikes into their ankles, throats, or whatever vulnerable place he could strike. When the other short horns entered the fray, Naruto met them strike for strike, channeling his chakra to harden his skin and cushion the blows before returning the favor. A solid strike to the abdomen caused the Satyr with the short goatee to double over. Quickly maneuvering with a sweep kick allowed Naruto to trip one off his feet and quickly jump back, lunging his elbow into the throat of the other Satyr.

Naruto let out a yelp as one of the Satyrs rammed his horn into the blond's shoulder causing a small spurt of blood, pain coursing through the right portion of his body. Naruto knew he had to work fast as the loss of blood and blood pressure would cause the organs of his body to start failing due to his body slowly losing oxygen.

Twisting his body so he could use fight more effectively with his other arm, Naruto grabbed the back of his head and rammed his knee into his chin, sending the creature flying back. Naruto let out a yelp as he found himself stabbed by the creatures' spears. Apparently they decided that the blond wasn't the weakling they thought he was. Naruto nearly stumbled over from the numbing sensation coursing through his body.

All eight of the Satyrs charged him at once. Thankfully they weren't too bright or trained, relying on their weapons and brute strength instead of tactics, so Naruto began to use their strength against them. As they charged him, he maneuvered it so he could use his hands and hooves respectively to maneuver them to stab four of the Satyrs with their own weapons.

Landing on all fours, Naruto grabbed two of them and held the other four Satyrs at arm's length.

"Put down the Thyrsus mule!" Naruto turned to see the black Satyr had Rarity slung over his shoulder. Letting loose a low growl, Naruto dropped the Thrysus.

The four Satyrs that weren't paralyzed proceeded to wail on the blond. The pain was nearly unbearable as the strength of the blows left him bloody and bruised to the point his body gave out along with using their weapons to stab into the blond. They continued to attack the blond to the point where his body felt like it was going to be turned into paste.

The black Satyr tossed Rarity unceremoniously on the ground. Naruto's chest tightened as he noticed that her dress was torn and a bruise was on her face with blood seeping from her busted lip. The rage within the blond was slowly building.

"Pathetic!" The horned leader snarled as he rounded on his group. "A mere mule, a dirt digger of all things nearly did you in."

"But lord Ashby." One of the Satyrs began to speak, only for the horned Satyr to kick up one of the spears and launched it into the Satyr's shoulder. The Satyr dropped to his knees as he held back the scream through closed lips.

Naruto's eyes met with Rarity's, seeing they were filled with sorrow.

"I would have let you live, but your insolence has put me in a rather foul mood. So before I finish you off, I'll let you watch your little marefriend bring me some relief." Ashby taunted as he grabbed Rarity by the wrists and hoist her up. Ashby's followers began to laugh and whoop it up.

Tried as she might, Rarity wasn't strong enough to break from his hold and started to cry, pleading for him not to do this.

That was when a fury Naruto hadn't felt for years began to wail up inside of him. If this creature think he was going to sit back and watch him violate someone he considered precious than he was wrong. 

In that moment Naruto had snapped. One moment Ashby was celebrating his victory, the next all he felt was pain. He looked to his followers and all he saw was shock and fear. What. What was going on? He looked down to see that Naruto's hand was buried into his chest. Naruto yanked back, blood spurted from the wound as Ashby fell backwards to the ground, going through shock, finding himself unable to breath and slowly succumbing to death. In one simple gesture Naruto crushed the organ he ripped out. 

[b]"Leave…" [/b]The tone that left the blond was cold and completely hollow. He turned to the Satyrs, his eyes crimson slits but something was wrong. This wasn't the same as when he fought Haku on the bridge, or Kimmaro or Orchimaru all those years ago. This was even different than when he thought Nagato had killed Hinata. There was something much darker, more sinister dark to it. This was definitely Kurama's chakra, but there was something else." Before I lose the remaining sense of reason I have left."

The cowards fled, gathering their remaining brethren and took off. The only remaining sound was the soft sobbing of Rarity. Turning to her, he saw that her outfit was more torn up than he thought, revealing further bruising and her bra. Naruto took off his shirt and walked over to Rarity. "Rare." He softly called out to the mare.

She looked up as she watched the blond place his shirt over her so she was no longer exposed. "Sorry, I'm so sorry." She sobbed; feeling that it was her fault the blond was so hurt. On one hand, a part of her was repulsed and scared of the brutality of what she just witnessed. She had never seen anypony or anything be killed before. She certainly didn't know anypony who could commit such a horrid action, but on the other hand another part of her, a much larger and grateful part of her was thankful. That creature was going to rape her and heavens know what else, but he had saved her. Despite that vicious beating he had found a way through the pain and annihilated that beast all for the sake of saving her. 

"I wish you didn't have to see that." He mumbled as he looked down at the ground. Was it shame he felt? Not in killing that creature no, but of having Rarity see such a beastly side of himself. 

Rarity was confused for a moment before she realized why he said that. He must have picked up on her still coming to terms of what just happened. Suddenly, to even her own surprise she hugged the stallion. "Thank you…thank you so much. I was so horrified and…" She trailed off.

 

[img]http://orig06.deviantart.net/144c/f/2015/201/9/7/equestrian_heroes__aftermath_of_the_satyr_attack__by_therealkyuubi16-d9219b3.png[/img]

 

"Rare…" He said, the sadness in his eyes was clear as he rested his chin on her shoulder. "I was…I was so afraid I would lose you, and so afraid that you might grow to fear me after what I just done."

"Never, I owe you my life." She said as she felt a wet sticky sensation drip down on her. "Oh my Celestia." She cried out, completely forgetting how injured Naruto was. "We need to get you to the hospital." She said as she slung his arm over his shoulder and helped him up. "Can you walk?"

"Y-Yeah," He managed to get out as he felt his adrenaline beginning to drain. His legs. He could barely feel his legs and it hurt to breathe. "Rare," He softly said as he noticed it was starting to get dark. "It'll be faster if you…"

[img]http://orig15.deviantart.net/f609/f/2015/201/5/4/equestrian_heroes__i_won_t_leave_you_behind__by_therealkyuubi16-d9219az.png[/img]

"Do not!" She sharply cut him off with furious tears. "I will not leave you behind. We are both getting out of here, together." She emphasized as she slowly began their trek. They were miles away and at this rate it would be nightfall before they got back. "I…I was not strong enough to fight back. That will be something I will always regret, but I am strong enough to help you now. I have to be. I will be so, so do not ask me to continue to be helpless to do anything."

"Ok Rarity." He simply replied as they slowly made their way back to town.

After that day, the nature of their relationship had permanently changed.

[hr]

Naruto realized he had been quiet for a good deal having become lost in his own memories. Before he could apologize for the sudden silence the sound of chirping birds drew their attention. He realized they were near the forest outskirts where Fluttershy frequented.


	8. Laughter, Party, and Nightmares!

**Summary for the Chapter:**

> What was supposed to be the start of the celebration is interrupted when the mare from the nightmares of legends arrive.

Equestrian Heroes

0

Naruto x ?

 

00

Story Start

00

 

_"Oooh! Customers, customers! Welcome!" A flash of pink whizzed out the door and abruptly stopped in front of them. The mare had a brilliant raspberry mane, light cerulean eyes, and a pale, light raspberry coat._

_"Hello Pinkie Pie, I've brought a friend to treat him out for a meal."_

_"Oh, hello there!" In yet another pink flash, Naruto found himself nose to nose with the mare with the cotton candy hair. She was dressed in a light pink shirt with balloons on it, two blue and one yellow in the middle adorning her torso, violet mini skirt along with white and pink sleeves and stockings.  The energy radiating from her was quite infectious. "Ooh you have such fun hair? And what's with the fox tail. I don't think I've ever seen you before. How'd you get the foxtail? What's your name? Are you a fox-pony? I've never met a foxpony before!" she suddenly gasped after her flurry of questions threatened to overwhelm Naruto.  "I have to plan you a party!"_

_"But you just met me why would you throw a party for me?" Naruto wondered, finding himself almost overwhelmed by the mare’s questions._

_"Because that's just what I do. I throw parties for all my new friends." She answered him with a bright,  childlike smile._

_"Pinkie Pie if you don't mind we're here to get something to eat." Naruto’s companion told her._

_Pinkie's eyes widened in glee. "Ooh! I didn't know you two came here to buy some sweets! Well, what do you and Mr. Foxpony want to eat?"_

_"H-Hey, the name is Naruto. Not Fox pony okay." Naruto remarked as a deep blush colored his cheeks._

_"Nah-rue-toh? Wow that's such a strange name. Sounds like a dance you do on your toes."_

__'My god. Every single one of them is insane._ ' Naruto thought as he simply sat back and resigned to a life of ponies that were going to confuse the hell out of him._

 

 

* * *

 

 

“Y'see I've never saw you before and if I've never saw you before that means you're new, 'cause I know everypony, and I mean everypony in Ponyville!” Pinkie Pie rambled on as dragged Twilight further into the building.  “And if you're new, that meant you haven't met anyone yet, and if you haven't met anyone yet, you must not have any friends, and if you don't have any friends then you must be lonely, and that made me so sad, then I had an idea, and that's why I went”, suddenly pausing for yet another deep gasp she rushed on just as quickly afterwards “I must throw this great ultra-mega super-duper spectacular welcome party and invite everyone in Ponyville! See? And now you have lots and lots of friends!”

Twilight was overwhelmed by the fact there was easily over two hundred ponies gathered in the library. Refreshments were being enjoyed, ponies were chatting, and it was an all-around fun atmosphere. She soon found herself swamped by the four ponies that were part of the Festival, Applejack, Rainbow Dash, Rarity, and Fluttershy.

“Awesome party Pinkie Pie!”

“I do say darling it always amazes me how you put together a party on such short notice.”

“Hoo-wee ya always throw the best shendigs.”

“T-The party is quite lively.”  

When the form of Berry Punch entered the doorway with her special product the party really kicked off.  

Rarity was standing to the side and conversing with a mare by the name of Bon Bon by one of the bookcases. They were both quietly sipping wine.

Pinkie being Pinkie of course was doing wild dance moves in the middle of the floor with Vinyl Scratch trying to mimic the crazy action.

Naruto and Rainbow of course were having one of their competitions of who could down the most shots.

Spike and Fluttershy were sitting off to the side; the former tightly wrapped in the latter’s embrace as she went on and on about questions she had about baby dragons despite the former’s desire to get closer to Rarity.

“Alright everypony I have an announcement to make.” Naruto loudly called out as the ponies at the party attention fell on him. Naruto began walking over to Rarity whose eyes widened.

“No…no.” she softly mouthed out to him already know what was coming. From the hoots of the majority of ponies in the room so did they.

Naruto got on one knee. “Miss Rarity, I’ve known you for nearly a year now. You are one of the most graceful, kind, and generous ponies I have ever met. Would you do me the honor of…”

 

 

“You stop this right now Naruto Uzumaki!” Rarity shouted at him, a mix of being tipsy and embarrassment resulted in her having her less than stellar control. “I’ve told you about this little game. If you were still living with me I’d have you on the couch.” As soon as the statement left her lips Rarity she regretted as a series of catcalls and further hoots followed. “Not in that way. How can so many of you be so vulgar?” she asked as she finished with a cute huff.

“Aaw she turned me down again folks.” Naruto said with a casual shrug and a synonymous awws followed. “Oh well maybe next time.” He said as he grabbed a glass and raised it.

“She just turned down his marriage proposal? Why is everyone taking it so lightly?” Twilight asked the closest pony next to her, who upon closer inspection she realized was the town’s mayor. Of all ponies Twilight thought that at least the mayor would have a bit more restraint than to partake in something like this wild party.

“From what I can recall Miss Sparkle it’s something cooked up by Rarity’s sister Sweetie Bell seeing as she and Mr. Uzumaki simply adore each other. If he and Rarity were to get married that would make he and Sweetie Belle siblings by law, but miss Rarity refuses his proposals each time. Quite simply the whole thing is nonsense.” Twilight agreed with a head nod. “It is obvious that Rarity and Naruto  are quite taken with each other. Hopefully one of them will get a clue sometime soon its quite annoying seeing them dance around each other.” Twilight in disbelief shook her head and broke away from the fanfare.

Taking note of this separately Naruto and Spike excused themselves to follow the mare.

 

* * *

 

"Ugh, here I thought I'd have time to learn about the Elements of Harmony but, silly me, all this ridiculous friend-making has kept me from it!" Twilight muttered to herself as she looked out of the window and saw four stars moving towards the moon which had a symbol that strongly resembled the face of Nightmare Moon. "Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night. I hope the Princess was right... I hope it really is just an old ponytale..."

"How long are you going to hide up here?" Naruto asked as he entered the room. Twilight was surprised that the pony was up here instead of partying with his friends. "Let me guess, you're not the type to make friends?"

"You too?” she asked him having already gone through this whole song and dance with Spike. “Look I don't have time for friends."

Naruto cut her off with a snort. "You believe that now but trust me; a life without friends isn't much of a life. For those of us who grew up without a family to love them or people to care for them, I would have killed to be in the position you are now with ponies being nice and happy to see me. Treating me like someone that they're happy to see. I never knew friendship growing up so don't throw away such a valuable opportunity." Naruto no longer felt any shame when it came to his past. If it meant he could help one person, then he could relive that experience briefly.

"Why…why would anypony be treated that way?" the befuddled unicorn asked. She couldn't imagine anypony being treated like they were unwanted. A part of her wanted to reject what the stallion was saying as such things didn't happen, but the conviction in his eyes supported that he wasn't lying.

"If you want to learn more I'd be happy to tell you after the festival. "

"C'mon, guys, it's time to watch the sunrise!" Spike said as he came back into the room.

"Well, its time to go. I'll wait for you guys downstairs." Naruto remarked as he went downstairs. By the time he got there he noticed that many of the ponies were chatting and leaving through the front door.  It seemed like everyone was making their way to the City Hall for the Celebration to begin. He waited for Twilight and Spike to come down as he led them to Town Hall.

 

* * *

 

It had been nearly a thousand years since set hoof in this castle. This place held so many memories for her so many memories of a happier time that it hurt to think of the last incident seen within these walls. Using her magic she whipped away the grime and dust from one of the shattered mirrors hanging on the wall.  

She looked up at the moon as the four stars in the sky vanished behind the moon, and the face on the moon began to fade away. Celestia took a deep breath to calm herself.

Powerful Magic erupted from the room as a wave washed over the Everfree forest.  She watched as an aura began to form in the sky. Magic erupted from the sphere as the shock-waves nearly flattened the nearby land.

Soon a bipedal figure emerged. The sky began to darken as a storm began to pick up. Thunder and Lightning rain down as the presence began to move towards her.

Darkness converged on to the throne room as the essence finally took shape. The creature in question was nearly equal to Celestia in size. Her fur was that of sleek jet black coloration with cyan-blue slitted eyes. Like Celestia her body was ethereal befitting a goddess with soft angles to her jaw and with a defined muzzle. Her hair was that of a dark shimmering navy color and her fanged teeth were absolutely predatory.  She was wearing a shimmering and revealing cyan dress with a large serrated horn protruding from her forehead and a pair of large wings on her back.  

 **“Good evening, dear sister,”**  the dark Alicorn greeted. There was a subtle other worldly echo to her voice.  **“Will you not greet me?”**

 

 

 

 

“When my sister Princess Luna returns I will happily greet her with open arms. You on the other hand, Nightmare Moon, I have little to say to you.” The Regal ruler hollowly replied.

The comment seemed to spark something within the dark Alicorn as she launched herself at Celestia her hands flaring with magic. Hand casting was known throughout the lands as an extremely powerful form of magic. Used by few Unicorns this form of channeling magic required not only immense talent, but being born with a high enough magical potential  to use it. While the magic behind hand casting was weaker then casting through one’s horn it allowed the successive use of spells much faster than having to actively change the spell through one’s horn and it was far more difficult to defend against hand casting. There was also the fact that hand casting made certain brand of spells easier thanks to the added dexterity of using it over the horn as well as making the ability to aim much easier.    

Celestia just barely managed to block the blow, a magical shield materializing between them as the shock wave from the attack caused the wall nearest to them to explode and disintegrate.   With a single powerful flap, she threw herself back, dodging a blast from Nightmare Moon’s horn.

“I do not wish to fight you,” Celestia said, but Nightmare Moon did not falter in her attack. Celestia was just barely able to use her magic to uproot slabs of the ground to block the attack.

**“Then surrender thyself!”**

Celestia buckled momentarily under the weight of Nightmare Moon’s next magical attack. Channeling her magic through both her horn and her hands she shattered Celestia’s barrier.

The magic released from her broken barrier knocked Celestia off her hooves. She rolled and bounced across the throne room floor, eventually coming to a stop at the base of her former throne.

Her breathing was labored as the pain of the magical knock-back pulsed throughout her body.

Celestia took a few deep, gasping breaths to try and recover more quickly, but it was already too late. When she looked up, she saw Nightmare Moon standing over her and felt Nightmare Moon's black presence holding her down. **“Pathetic!  You were more of a challenge to me twelve-thousand moons ago. The lack of the ascended form shows that you have allowed softness to overtake you. I shall make this quick.”** Nightmare Moon said as she called forth one of the very tools she crafted over a thousand years ago an amulet of incredible power that fed on the magic of the land and inhabitants itself. Nightmare Moon’s magic washed over the castle and seconds later Celestia was gone. Content that the biggest threat to her was now gone Nightmare Moon decided it was time to make her move.

 

* * *

 

City hall in Ponyville was hustling and bustling with the gathered crowds gazing in admiration of the decorations. Those who volunteered were putting the finishing touches on the part where they contributed.

Clusters stood at the back of the room, speaking in groups while the front two-thirds of the room had packed rows of chairs in tight to the front balcony to allow as many as possible to watch The Princess raise the sun when the celebration began.

Twilight spotted Naruto who was telling Applejack something. Words were exchanged and he left and called out to Rarity who was with a young filly. The filly was a white unicorn with an adorable grayish mulberry and pale rose curly mane and tail. She realized that the filly must have been Rarity’s little sister.

“Hey Twilight, I managed to save us a table. Why don’t you and Spike join us?” he said as he called her over and introductions were exchanged. The excitement began to wind down as everyone began to take their seats.

The performance officially began as Fluttershy's birds to full attention, their song sounding out and echoing forth across the crowded hall. The doors opened and what followed was an arrangement of members of the Royal Guards.

The first were the Solar Guard, the most elite of Equestria’s guard and Celestia’s personal guard let by the mare Shine Spark. Their duty was to personally protect Princess Celestia from assassins and protect the capital of Canterlot and the castle.

The next guard was the Unicorn Guard led by a Stallion by the name of Shining Armor. There Captain was currently not there, having been stationed at another city per Celestia's instructions. No one knew why, but figured the princess had her reasons.  Their general duty was to monitor and protect large cities like Canterlot while also being on call at a moment’s notice to create barriers to repel attacks.

There was also the Pegasus guard, comprised of Equesnia's best fliers with the Wonderbolts being a special unit that served as commanding officers. They handled all things sky based and were the guards and forces of all the cloud cities.

Then there was the Special Forces Guard who dealt with magical disasters, dark magic, twisted monsters, and the occasional thief that thinks they’ll make it big by breaking into Canterlot Castle. They consisted of all three pony tribes.

Finally there was the Equestria guard consisting of ponies of all three pony types. The various sects in the guards were assigned various duties around the nation often making the brunt of the Equestria army. They were stationed not only throughout the country, but in every city, most often assisting the special guard stationed in a city.

While there were far more guards or special groups then that, those four guards were the main ones.

 

Excited whisper and chatter happened among many of the towns members. After a good deal of fanfare Mayor Mare took to the center stage. She grabbed the microphone and began to speak. “Ponies of Ponyville, it is with my own pride and a grand honor to introduce to you her highness. Princess Celestia!” With a sweeping shift he cast his gaze up to the balcony, were Rarity in that moment reached out and pulled at the cord that held the drapes closed.

And standing in behind them? Not the Sun goddess who had for thousands of years ruled over their kind and protected them from the dangers that filled the world. Instead it was the form of Nightmare Moon, now armed with  thin cyan armor chest mail and armor head piece with crafted with arcane designs carved into every inch of the surface with the twinkling images of the stars themselves visible in her mane. “Greetings mine subjects. At long last thy one true queen has returned.”

 _“Shadowfright…that darkness is the same as that creature_.” Naruto mentally thought as he couldn't help but feel a bit overwhelm by the power this being was exhuming.

 **"Oh, my beloved subjects. It's been so long since I've seen your precious, little sun-loving faces."** Nightmare Moon announced as she was looking at the audience of ponies.

"What did you do with our Princess?!" Rainbow Dash yelled out as she tried to charge at Nightmare Moon but she was stopped by Applejack.

"Whoa there, Nelly..."  Applejack as she grabbed Rainbow by the shoulder and forced her down Nightmare Moon than began a cold and cruel chuckle.

 **"Tell us, whom among you know who I am?”** Nightmare Moon prompted as her demonic eyes skimmed over the ponies. “

"...Yes," Twilight said. "You're... Nightmare Moon."

**"Well well well, somepony who remembers me. Then you also know why I'm here."**

"You're here to... to..." Twilight Sparkle began to stammer. Having lost the confidence she had for that moment.

A malignant smile graces the lips of the dark goddess.  **"Remember this day, little ponies, for today is the last day the sun will ever rise. From this moment forth, eternal night has begun!** " Nightmare Moon said as lightning starts to fill the air.

 

* * *

 

The Guards immediately mobilized and went into action. “Steady Hoof and Aegis Shield get the civilians out of here. The rest of you ready yourselves.” Shine Spark  barked out of the commands as the orders were being further dictated through a chain of command though before the Solar Guard Captain’s plan could jump into action multiple figures exploded in through the window and doors.

Screams of terror echoed through the building as various creatures began cornering the ponies. There were the wolf creatures known as Lycans who were the descendant of wolves and an instinct race of creatures known as humans.

There were also some griffins as well, considering the at best testy relations between the ponies and griffins this wasn’t a complete and other surprise.

There was also Satyrs as well to which Naruto recognized from that day all those months ago. One thing stood out among the creatures that made it clear where their allegiance lies with. The features apparent in them were those eyes, those dark slitted eyes of the same shape and color of Nightmare Moon.  

**“Thy princess is a merciful goddess. Accept my gifts and we guarantee that your life will be a pleasant one.”**

“Never tyrant!”  Honey Flower spat out. A proud member of the guard with rose colored hair and honey colored eyes. Years of being in the service saw her developed a muscled form usually unseen on Unicorns without specialized training.

 **“My subjects; show them the price of their insolence.”** By Nightmare Moon’s command all hell broke loose.


	9. The Nightmare: Five Virtues! Journey For the Elements!

**Summary for the Chapter:**

> The seven heroes began their journey to the old castle of the royal sisters when they encounter Nightmare Moon Forces on the way.

Equestrian Heroes  
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Naruto x ?  
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Story Start  
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The figure of Nightmare Moon swiftly shifted upon her high balcony, an evil grin splitting her lips as her loyal minions attacked. 

The unicorns of the guards gathered together, maneuvering into formation prepared to fire. The Pegasus flexed their wings, shifting their weight and preparing to cast into the fray. And the Earth pony's drew weapons, many drawing up shields with half of them preparing to attack and the other half protecting the gathered crowds back that Nightmare Moon’s forcing were preparing to attack.

The battle began with blasts of magic shot forth from the assembled guard’s pony’s horns. Several shots hits while others merely skimmed the body of the attackers. The griffins took to the air, their claws raised as they shot forward only to be met with resistance from Pegasi guard’s member. The claws from the griffins proved ineffective against the armor of the guards not to mention the guard members had training on their sides with several Unicorns firing magical blasts sending several of the attackers flying across the room.

The Satyr’s however were proving more effective as their tough hides while not immune against the magic gave them some measure of resistance. The strength of the Bipedial creatures gave them just the edge they needed to close the distance, using physical attacks to cause either blunt force trauma or disrupt the formation enough to allow the others to attack.

In those mere brief seconds Naruto had seen everything he needed to see. He had seen their movements. He had seen how fast they were. How strong they were. In that moment he acted. 

One.

Two.

Three.

He leaped, landing one of the broken tables using the momentum that carried him forward from tipping over and leaped forward. Balding up his fist he punched one of the griffins in the beak sending him flying into another one. The punch thrown with his right arm spun him just enough to where he was turned. He landed on both his hooves and left hand. He charged forward, kicking up the weapon of a Satyr and launched it with enough force to impale on the leg of a Satyr, immobilizing it long enough for one of the Unicorn guards to home in and fired a blast of magic with enough concussive force to crack the creature’s sternum and taking it out of the fight. 

The makeshift army that had gathered in Ponyville was proving far from effective as the tides quickly turned in favor of the ponies.

Nightmare Moon's eyes slit narrowed as her body shimmered with great rage at this defiance. Her hands a lit ablaze with magic and with a mighty roar her power exploded outwards in a violet lash of magical energy sending out concussive blasts sending all the fighters across the room in a powerful telekinetic display. [b] “You Fools! You cannot stand before my might!”[/b] by the dozens more figures began to pour in from the door all of them burying the same demonic slits, showcasing the taint of the Nightmare. Nightmare Moon gave the order to take prisoner of all those who dared to oppose her.

Naruto managed to recover from the blast, having only been temporarily stunned. Taking advantage of their focus on rounding up and securing prisoners Naruto quickly performed a substitution on one of Nightmare Moon’s soldiers. Before they could comprehend what was happening he leaped and took to the roof top, already making impressive distance before the hastily tagged spells could tag him. With even ponies selling themselves to Nightmare Moon’s service this was going to prove more difficult than originally thought. Ducking into the shadows Naruto hid himself as the Pegasi and Griffons took to the air searching for the escapee.

As he traveled from roof to roof he caught site of ponies being laid at either horn or weapon point and forced out of their homes. As much as he wanted to help them, it would prove far more dangerous for them to get involved with the mission that was happening than for them to spend a few hours locked up. He knew where he needed to go thankfully.

Sweet Apple Acres.

Not so subtly Naruto had steered a conversation with the mayor about a safe place for the residents to go in case of an emergency. 

Sweet Apple Acres proved ideal.

Vast wide farm land to seeing anypony coming with few potential places for anypony to hide without them being seen a mile away. The farm houses were also large enough to house at least a hundred ponies working as a temporary shelter for a crisis. 

What helped made this place safe was the shielding spell cast by one Lyra Heartstrings. What few ponies in Ponyville knew about Lyra was the fact she originally lived in Canterlot and graduated from Celestia’s school of Gifted Unicorns with honors. As one of the most gifted members of her year she majored in spell theory and minored in runes with a Doctorate in Spellcasting.

Nothing sort of a Veteran spellcaster or a somepony born with unnatural magical talent would be breaking down the barrier she cast anytime soon. 

Those who made it out of the town were gathered in the farmhouse which included the apples, several of the families from Ponyville, several filies, a couple of injured guard ponies and several Summer Sun Festival volunteers.

Twilight Sparkle separated from the rest of the group and entered another room of the farm as she tried to gather her thoughts. There wasn’t a single hint of the sun rising or a hint of Princess Celestia in the Horizon. What had happened to the Princess? Was she developing some means of attack? Was she organizing the safety of the citizens of Canterlot? Worrying would do her no good. She needed to find out more about the Elements of Harmony. That was going to be the only way to fight back against Nightmare Moon. “I asked you a question!” Twilight let out a yelp as she was suddenly jolted from her thoughts. She found herself pinned against the wall of the building. “How did you know about Nightmare Moon? Are you and the lizard spies or something?”

"Simmer down, Sally. Twilight ain't no spy. At least ah don’t think Naruto would have brought ‘er around if that was the case.” Applejack defended the unicorn and affixed Rainbow Dash with a look challenging the Pegasi. Hearing the scuffle Rarity, Pinkie Pie, and Fluttershy had also entered. Being the only other ones that really talked and interacted with Twilight they of course noticed when she had left the room.

“She knows something,” Rainbow Dash argued. “How else do you expect we find out?”

“You can try asking her Rainbow.” Naruto lightly suggested as he entered the room with a book nestled under his arm.

“Naruto!” a cry from multiple voices echoed. He nearly found himself bowled over by Pinkie, Rarity, and a few other ponies. 

“What happened?”

“We thought you were captured!”

“How’d you escape?”

“I got lucky that those Nightmare Moon have recruited in this part of the land are rather untrained and sloppily. Unfortunately she’s managed to capture and round up most of the town and the royal guard.” He explained. “Where is everyone else who escaped?”

“Everypony is gathered in the dining room. Why?”

“I needed to know if they were safe. The number one priority is to form a plan, a counterattack against Nightmare Moon’.”

“There’s only one thing that can stop Nightmare Moon.” After her tight lipped silence Twilight spoke, surprising everypony, ever herself. "The Elements of Harmony... it might be our only hope."

“You mean the ones mentioned in this book?” Naruto asked as he removed the book from under his arm and handed it to Twilight.

Twilight’s eyes widened in surprise as she looked up at the blond confused as to how he managed to get this copy and surprise he had the presence of mind to get it, considering everything that was going on. “Yes this is it, how did you get your hands on this?”

“Nearly a year ago I spent a good deal of time learning about some of the strongest forms of magic. I was interested in learning about magical lore and I happened to remember the Elements being mentioned once as a myth. Considering that Nightmare Moon was also considered a myth, but turned out to be real is fair to say the Elements exist as well.

Twilight began carefully scanning the pages. She gently brushed away the dust that cluttered the age old tome. The condition of the book consisted of brittle pages to the worn out cover signifying that this book was indeed quite old and some of its writing faded. "There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now known as the Everfree Forest.” Looks were exchanged between the Ponyville ponies. “What?” Twilight wondered aloud as she noticed the apprehensive looks shared between them.

“The Everfree Forest is simply a most dreadful place.” Rarity admitted with a shiver as she hugged herself. Rarity had initially tried to find gems in the forest once only to have a down right frightening encounter with some of the local wild life. Ever since then she hadn’t stepped a single hoof into there.

"And it ain't natural.” Applejack added. “Folks say it don't work the same as Equestria. We do our best to avoid goin’ in there whenever we can.” The apple farmer finished.

 

“I know the Everfree Forestbetter than anypony.” Naruto remarked as he pulled out a map he had stashed in his back pocket. “I’ve regularly encountered a lot of the wild life around the area whenever I took up requests to gather herbs and such. The Everfree is ripe with plenty of exotic plants that would be expensive exporting them from outside areas so I’ve taken plenty of trips into the area to make some bits. I even saw some strange structures during some of my trips into the area. If the Elements of Harmony are located in the structure I can lead you to it.”

"Not so fast. Look, I appreciate the offer, but I'd really rather do this on my own." Twilight insisted on going alone, feeling that it was her responsibility seeing as she discovered Nightmare Moon was coming and it was her lack of trying of convincing Princess Celestia of the gravity of the threat that allowed things to escalate this far.

"No can do, sugarcube.” Applejack rebuffed her comment. “We sure ain't lettin' any friend of ours go into that creepy place alone. We're stickin' to you like caramel on a candy apple." As she finished the rest of the mares "hmph" in agreement but some were still shaking such as Rarity and Fluttershy. 

 

“Between the seven of us we should be able to handle it.” before Twilight could speak Naruto quickly began to make a series of logical reasons why they should go to shut down Twilight’s Argument. “Think about it logically Twilight. I should go because I know the area best and you have a better chance of getting around safely if I were to lead you. Applejack, Pinkie Pie, and Rainbow Dash are talented in Strength, Agility, and Speed meaning they’ll be useful in fighting off the creatures of the forest as well as scouting ability. Rarity’s Gem finding ability might prove useful in finding the Elements of Harmony if the hints of them being in the shape of gems I found proved to be right and Fluttershy is talented with animals which will be useful where we are going. If we all stay together, keep our heads low, and keep quiet we should be okay.”

Twilight silently agreed that there was little to no flaw in his reasoning. If she was going to find the Elements and stop Nightmare Moon every second mattered. 

“Is it really safe to go with just the seven of us?” Rarity nervously voiced her opinion as she tried to mentally prepare herself for this journey. “Should we not also get Big Mac, Lyra, and some of the others? Surely their talents will also come in handy?”

“They need to be here when Nightmare Moon forces attack Rare to help keep everypony safe. The only other option would be bring everypony with us and I’m sure I don’t have to explain how terrible of an idea that would be.” Naruto pointed out as realization coursed through Rarity’s features to which the mare silently nodded. After all neither of them would want to subject anypony, especially the young fillies and colts who managed to get away with their parents or guardian to the Everfree forest. “We should all get some rest and prepare to leave early in the morning than. If we try to leave now without a doubt the others are going to try and stop us.”

Twilight had to fight back her desire to suggest to the blond they needed to leave now. Her more rational and contemplative side winning out in favor of doing things right instead of letting her emotions rule her actions. 

 

A few more words were silently exchanged and everyone agreed they would sneak out early to begin their hunt for the Elements. The mood had been rather somber with most of the young foals asking the adults what happened. Questions of what happened to everypony else and Princess Celestia was the most rampant. The adults of course consoled the children and assured them that everything was going to be fine. 

 

It was difficult to tell how much time had passed as eternal night continued to plague the world. Waking up at what he assumed was between four or five A.M. Naruto quietly awoke the six one by one.

 

The wild forest known as the Everfree was known throughout Equis as one the ten lost zones areas which were often devoid of civilized life either thanks to the weather or the local wild life that inhabited the areas. The atmosphere of the forest seemed to come to life with the addition of this fog. 

Suddenly the piercing sound of howls echoed throughout the area. Everypony tensed as their heads snapped back to the direction of where the sounds came from. “Even Diamond Dogs have been recruited.” While Rarity had yet to encounter Diamond Dogs personally she knew her Gem hunting grounds bordered near the areas they mined. 

“We don’t have time to waste,” Twilight announced as she turned to face Naruto who was looking over his map. “How far are from these ruins you mentioned?”

“It’ll take us a few hours by hoof. I hadn’t explored the ruins myself because I only recently happened upon them.” He responded as he folded up the map.

“Why don’t I just fly there?” Rainbow Dash suggested. “I could get there and back in no time just tell me where I need to go.”

“We can’t risk you being spotted by any of Nightmare Moon Forces,” Naruto countered as he looked ahead until he settled his eyes on a path. “If we take this path and keep at a steady pace we should be able to make good time.” For all intents of purposes this place reminded him of the Forest of Death with some mysticism thrown in. Which meant they had to be careful and smart about their journey. 

The careful group wandered further into the depths of the woods with Naruto leading them with Pinkie right by his side. Pinkie shifted back a little and turned to speak to the others over her shoulder, voice warmly calling back. “There’s a river up ahead!” The energetic woman grinned wide as she spun back around to catch up with Naruto whom came to a stop at the edge of a cliff side. 

“We’re going to need to find a way down. “ Naruto began speaking with a cold terror coursed through him.

"Twitchy tail!" Pinkie Pie cried out, alerting nearly everypony. 

"What?" Twilight asked, craning her head as everypony else was immediately reacting to Pinkie's cry, but it was too late as the ground beneath them gave way. They all let out a cry as the ground and trees on the cliff side began to tumble over into a crumbling heap of debris.

Those who had the ability to act react with their natural instincts immediately made movements to save themselves. Fluttershy and Rainbow Dash being Pegasi took to the air while everpony else grabbed onto whatever stable bit of ground they could. The landslide continued with the edge Pinkie Pie and Rarity holding onto gave out.

 

Twilight could only stare on in horror as the two mares tumbled downwards with horrified.   
"Fluttershy! Quick!" Rainbow Dash cried out.

"Oh my goodness, oh my goodness." Fluttershy panicked for a brief moment before shooting after Pinkie Pie, but thanks to the Mare’s unusually low wing strength the two were now being sent plummeting as well. For a brief moment Rainbow panicked before she saw Naruto shooting down like a speeding projectile and in an instant she made up her mind. Dash soared at Fluttershy and Pinkie, catching them before they could plummet into the ground. 

Rarity found her screams cut short when she was suddenly grabbed. Her head snapped up to realizing her savior was Naruto. He quickly maneuvered her into a bridal style carry before descending onto the ground hooves first causing a sizable imprint into the ground from the force of the impact. For a moment she was stunned, expecting a great deal of force to have followed from the impact but nothing beyond her being jostled a bit. It was that moment Rarity realized that the depths of Naruto training were of a far greater level than she had ever realized. “Uum Rare? Is there something wrong?”

 

[img]http://orig01.deviantart.net/d909/f/2015/207/e/8/equestrian_heroes__steep_drop__by_therealkyuubi16-d92z2kr.png[/img]

His voice snapped Rarity out of her daydream. “No!” she snapped a little louder than she attended to and looked away as a faint blush colored her cheeks. “No,” she insisted again, this time in a much softer tone. “Thank you darling, you saved my life. I’ll be okay now.” She said as Naruto placed her down only to find she nearly lost her balance. Naruto reached out and caught her, to help steady her.

Naruto turned to see the others land. “Where’s Twilight and Applejack?”

During the whole incident Applejack had also managed to react, leaping forward and catching Twilight by one of her wrists as she dug her own form against to anchor them. 

"Applejack! What do I do?" A panicked Twilight cried out as she could feel herself slipping. The chocked sob did not escape Applejacks notice did notice as she tried her best to pull Twilight up, but it felt like something was slowly draining her of her strength. What should have been Child splay for someone like Applejack to easily hoist Twilight up was proving a considerable challenge and if something wasn’t done soon they were both going to tumble over. She glanced over the side and then realized what needed to be done.

As calmly as she could Applejack told the unicorn two simple words. “Let go.”

Panicked spread in Twilight’s eyes as she gave the other mare an incredulous look as she wondered if she misheard her. The determined look in Applejack’s eyes assured Twilight that her hearing was functioning correctly. "Are you crazy?" Twilight cried out as she lost any semblance of her usual composure.

 

"No ah ain't. Ah promise you'll be safe." Applejack told her earnestly. She could see the Unicorn was filled with doubts and was scared.

 

"That's not true!" she didn’t want to die. She had so much to live for. She couldn’t let go. She was too scared. How could this Applejack ask her to let go?

 

"Now listen here. What ah'm sayin' to you is the honest truth. Let go, and you'll be safe." Applejack insured her again as warmly as she could. “This ledge won’t hold for long. Just trust me ah wouldn’t steer you wrong.”

 

[img]http://orig11.deviantart.net/cf22/f/2015/319/4/6/equestrian_heroes_in_all_honesty_by_therealkyuubi16-d9gviev.jpg[/img]

 

Twilight closed her eyes and prayed to Celestia the farm pony was right. She let go and she could feel herself plummeting down. Suddenly her descent was stopped and she found herself floating. Was she dead? She opened her eyes and found herself being carried by Rainbow Dash and Fluttershy.

It didn’t take long for Dash to ferry down Applejack as well reuniting the group. “Thank you…all three of you.” Twilight thanked them. She shuttered, thinking of what would had happen if she went on her own like she wanted too. “We have to keep moving. If we don’t find the elements soon there won’t be stopping Nightmare Moon.”

 

“Then we’ll have to continue heading South-East until we find the river. We’ll know we’re close to the river when we find a large clearing devoid of forest.” He informed them as they continued their trek deeper into the forest. They traveled for a good mile and a half before they came across a gorge of sorts. 

"My knee is getting a bit pincy." Pinkie Pie murmured. 

Naruto was alarmed at this when suddenly he felt that familiar cold chill again. “Get Back!” Naruto shouted as the group brace themselves as a large shape dropped down from the sky. 

This was a creature Naruto had only read about, but had yet to encounter in the Everfree. Its large and powerful body had a thick layer gamboge colored fur with a red mane of a proud feline, but this creature was more of a feline. The creature had a body of a lion, a rust colored scorpion’s tail with a large pair of leathery looking dragon-like wings with rough scales. The creature let out a ferocious roar that nearly sent the group flying from the intensity of it. "A manticore!"

The manticore raised its paw and swiped at the group whom easily dodged the attack. This time Rarity was not going to be a helpless damsel. What good was asking Naruto to help her train and grow stronger if she was never going to put it to good use? Rarity being the closest was the first to react, kicking the creature in the face, going as far as jabbing the creature with the edge of her heel. "Take that, you ruffian!" she remarked, but the assault only seemed to infuriate the creature as it let out a growl and immediately reacted with a ferocious slice at the Fashionista. Rarity was able to move and preventing a swipe from the creatures sharp claws nicking any major arteries, but not enough to where she was completely untouched. 

Unable to help herself Rarity let out a cry of ‘my hair’ before ducking away from another attack of the creature. 

 

"Wait." Quietly called out Fluttershy but it was in vain. Naruto jumped forward and head butted the creature, causing it to roar out in pain and disorientated it. Seeing the opportunity Applejack leaped on top it.

 

"YEE-HAW! Get along, little doggie." Applejack gave out a cheer as she started to ride the monster cat. Drawing its attention to her as the others circled it.

"Wait." Fluttershy called out again, but was cut off when Applejack was thrown off the Manticore when it bucked with enough force to send her flying backwards.

 

"Whoa! All yours, partners." Applejack offered to Rainbow to have a turn.

"On it." Rainbow Dash accepted as she charged right for the Manticore.

"Wait!" Fluttershy once more pleaded, louder than the other times but still rather inaudible as she couldn’t stop her childhood friend from attacking. The manticore swatted Rainbow Dash away.

 

"Rainbow!” Twilight shouted in terror as the sickening meaty thud of the hit echoed.

"You made your last mistake Manticore.” Naruto snarled as he leaped over the creature. Landing on its head the blond was about to strike when the creature tried to shake him off, but Naruto reacted by leaping into the air. With this next attack he would knock the creature out with a single decisive blow.

Finally Fluttershy dug from deep within herself and shouted, “STOP!!!!” The rather uncharacteristic shout from the soft spoken Pegasus drew everyone’s attention. Fluttershy flew over to the Manticore that took to charging her. Fluttershy stopped halfway as everypony shouted at her to get out of there, but she stood her ground, looking the creature right in the eyes. To their shock right before the creature could land a fatal blow it came to a stop. In that brief moment Fluttershy’s eyes had changed into a colorful pattern.

“The stare!” Rainbow Dash softly commented to herself with a shiver.

As soon as it had begun it was over. The Manticore began acting like a tamed kitten licking Fluttershy’s face. 

"Shhh... It's okay. Oh, you poor, poor little baby." Fluttershy cooed to the creature in a motherly tone as she affectionately pet its mane and rubbed her face against its cheek.

“Little?” Rainbow Dash dryly remarked in response to Fluttershy’s declaration. 

“What just happened?” Naruto wondered out loud. 

 

“Somepony…” Fluttershy began, using a tone the blond did not recognize as getting the mare angry seemed to be an impossible feet. “…use a horrible spell to brainwash this poor innocent animal.”

"How did you know about the spell?” Twilight asked, in awe of whatever it was Fluttershy had done. 

"I didn't at first, not until he got closer and I saw his eyes. Sometimes we all just need to be show some understanding and a little kindness." Fluttershy responded. After hearing this, Twilight smiled.

“So if the Manticore had a spell placed on him that chances are we’re not alone.” Naruto commented and sure enough a dozen menacing looking Timberwolves had begun to exit the tree line. No matter how hungry the creatures were they made it a habit to avoid such creatures like Manticores. There was a big possibility they were brainwashed as well. 

 

“We don’t have time for this!” Twilight remarked as she began to charge magic in her hands, but Applejack stopped her. 

“Shy and ah will handle this. The rest of ya’ll go ahead and get on ahead.” Applejack ordered as she broke away from the group and tip her head down. Flutterhsy’s eyes widened as if to say ‘wait what?’

“Applejack you can’t be serious.” Rainbow Dash incredulously responded. 

“Ain’t no time to argue missy,” Applejack responded, “between mahself and Fluttershy’s new critter friend these beasts gonna get a real good lickin’. Now go on and get, we’ll join ya in no time.”

“We’re not leaving you guys behind!” Rainbow Dash stubbornly argued. One did not simply leave their friends behind; such a thing was unthinkable to the mare. “Fluttershy you can’t be agreeing to this. If you’re staying than so am I!” there was no way she was going to leave Fluttershy behind to face something like this. 

“Rainbow, we need to find the Elements to stop Nightmare Moon or everypony is going to…” Fluttershy’s voice had cracked; even the thought of what could happen was horrible to her. “Twilight and the others need you…please, you have to help them.”

Rainbow Dash inwardly fumed and cursed at this. She was put between choosing her best friend or choosing the fate of Equestria. It wasn’t fair, it simply wasn’t and she knew what she was going to choose. She was going to choose what she knew what Fluttershy was silently pleading her to do. Despite not verbalizing Rainbow Dash had reluctantly made her decision.

“We don’t have time to argue, if Nightmare Moon is aware of our current goal the most likely response is to deploy her forces as a reactionary measure to impede our progress. We have to go and now,” Twilight argued before sending a grateful look to Applejack. “Thank you and please stay safe.” Twilight gave one last look back before the rest of the group took off ahead. Silence permeated the group for a while. 

“They’ll be okay. It’ll take more than some Timberwolves to take down someone like Applejack and considering Fluttershy just tamed a Manticore I would be more scared of her than them anyway.” Naruto assured the unicorn, his humor bring some semblance of a smile to her face. Twilight shook her head, trying to clear away the thoughts and reassuring herself that the abilities the two mares possess would result in them getting out of the situation alive. For now she needed to push away the concern and focus on the mission.

Suddenly Rarity let out a whine of disgust as the hard dirt and earth slowly started to resemble something more like mush and mud. An indication that either it had rained earlier or they were pretty close to the river. “My eyes need a rest from all this icky muck.” Rarity complained as the way started to go dark as everyone entered an area filled with tall trees that blocked the moonlight. “Well, I didn't mean that literally."

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight gave a dissatisfied remarked as she tried to make out some semblance of shapes.

That same cold chill coursed through his spine. “Does anyone else fill that?”

“Feel what?” he asked as someone suddenly bumped into him. “Oopmh!”

“Sorry Narry.”

“Feel what?” 

“That surge of coldness. I’ve been feeling it all night each time something was about to happen when…” Naruto was cut off when Rarity let out a yelp which the others quickly followed as the area was suddenly lit up. They were faced with a series of twisted and grosteque faces from the various trees that surrounded them. Despite the panic there was one distinct sound of laughter among them. "Bleh. Ooo!" Pinkie Pie taunted the trees as she was making funny faces in front of a tree.

"Pinkie Pie, what are you doing?! Get away from that thing." Twilight shouted at her.

“There’s nothing to be afraid of.” Pinkie cheerfully remarked. “When I was a little filly and scared of darkness and shadows my Granny, Granny Pie told me that being afraid and hiding wasn’t the way to deal with your fears. You gotta stand up tall and learn to face your fears. You'll see that they can't hurt you and just laugh to make them disappear." She remarked as she continued making faces and laughing.

“Well at least a better alternative to singing.” Naruto remarked.

“Hey…” Pinkie said drawn out. “…what's wrong with singing?" Pinkie Pie asked with something that could have been considered a glare if it wasn’t Pinkie Pie.

“Nothing, you have lovely and energetic singing voice. Just that right now isn’t the time right for singing.” Thankfully the pink pony didn’t press the issue further. The group continued their trek until they reached a huge river. Rainbow probably could ferry all of them over, but there was no telling what sort of dangerous creature could be in the water.

"How are we gonna cross this?" Pinkie Pie asked the group. Before anyone could think any further, they all hear crying in the distance. "Huh?"

A flamboyant looking sea serpent was crying about something. "What a world, what a world." the sea serpent loudly sobbed to himself, the tears causing the river's rough waters thanks to his size in comparison to the river’s narrow size. Everypony approached him.

"Excuse me, sir. Why are you crying?" asked Twilight timidly asked the serpent, having never encountered another species this large before. 

"Well, I don't know. I was just sitting here, minding my own business, when suddenly I was attacked by a flock of Griffins demanding I tell them where the followers of the Sun were. I managed to escape, but not before they tore half of my beloved mustache clean off, and now I look simply horrid." The serpent finished recalling the event that led to distress.

 

“Oh, give me a break. “ Rainbow dryly remarked as she folded her arms. “That's what all the fuss is about?” 

 

"Why, of course it is. How can you be so insensitive?” Rarity immediately rounded on Rainbow Dash while sending a Pegasus a look indicating that the latter should feel guilty for how insensitive she was being to the serpent’s plight. “Oh, just look at him and such lovely luminescent scales." The upscale Unicorn appraised as she looked them over.

"I know." The sea serpent responded as keeping himself fit and fabulous had always been one of his life goals.

"And your expertly coiffed mane." Rarity continued her appraisal.

"Oh, I know, I know." The serpent replied, being taken in by the comments. 

"Your fabulous manicure."

"It's so true!" 

"All ruined without your beautiful mustache."

"It's true, I'm hideous!" he responded with a wail.

“I can fix this,” She said. “By my word as a fashionista, I shall not allow this crime against fabilousiness to go uncorrected! What is your name?”

“I am known as Stepphyin Aavgolz, but you may refer to me as Steven, I believe in your language it means Crown. May I have the name of the lady who is helping me in my greatest hour of need?”

“Rarity,” she said as her horn lit ablaze with magic. “Now you sit tight.” She said as she pulled out a dagger she was keeping in her purse. She had felt the weapon would have been needed in self-defense, but she suppose this situation would be just as good.

Rarity lifted up her tail up in one hand the dagger in the other. Biting her lip and shutting her eyes without giving herself time to hesitate, she made one clean cut. The others gasped as they realized what Rarity had just done. There was just enough tail hair left to cover the dock. 

Using her magic Rarity combined her severed tail fur with the serpent’s mustache. Rarity’s career allowed her to exercise her magic in precise and in rather uniquely flexible ways that tended to be uncommon with unicorns, one such way was the mending she used to combine her tail with crown’s mustache.

Steven let out a squeal of joy when his reflection of the water showed off his mustache mended. “How wonderful."

"You look smashing." Rarity complimented as she admired her handiwork. 

"Oh, Rarity, your beautiful tail..." Twilight softly remark in awe of her fellow Unicorn’s sacrifice in the form of her tail. Of everything Twilight had witnessed of the mare she seemed practically obsessed with cleanliness, being proper, and fashion. The fact she was willing to sacrifice her tail like that was one of the most generous things Twilight had ever seen.

 

"Oh its fine, my dear. Short tails are in this season. Besides, it'll grow back." Despite the brave face the unicorn was putting, it was obvious it took a lot from her to do something like that.

“To give up your own fabulous tail to fix my mustache, I am in your debt my fair lady! If there’s any way I can possibly repay you for this…”

“Tut tut tut! No need to repay me, darling. I simply saw a fellow lover of fashion in distress and I had to help.”

“I insist on reward you for your kind act Miss Rarity! Perhaps I could… say…” Steven looked over at the opposite side of the river. “…Help you cross the river?”

“Would you do that?” Rarity asked. Steven nodded, stretching out his serpentine body to make a clear bridge from one side of the river to the other.

“It would be my pleasure!” He said, bowing his head to Rarity. “Come, the other shore beckons you!”

“You are too kind,” Rarity said, stepping onto Steven’s back and walking across it. Rainbow Dash would have threaded along with Steven’s glare at her made her rethink this so she chose to fly over the river instead, Pinkie Pie followed next bouncing along the length of the serpent’s body with Naruto and Twilight brought up the rear.

“Again, thank you ever so much for your help, and I apologize for my horrid behavior earlier,” Steven said to Rarity when everyone crossed the river.

“Think nothing of it Monsieur Steven had fate inflicted such circumstances upon me I would have reacted in the same matter.”

Before any other pleasantries could be exchanged a loud battle cry of a force echoed throughout the skies. Everyone looked up to see a flock of winged bipedal creatures up above. As the creatures drew closer the shapes revealed to be none other than Griffins. Like all others who pledged themselves to Nightmare Moon the fur of her followers were darkened by her influence giving them appearance as if they were creatures made from the night itself. 

“Oh those horrid beasts are back!” Steven cried for a moment, clasping his face. 

“This I will not stand for.” Rarity bellowed as her eyes lit a blaze with determination and anger. “I will not forgive those ruffians and show them what happens when they attack innocent bystanders going on about their life.” She turned to the others as she finished this declaration. “Go on without me. I’m needed here.”

“Rare you’re crazy if you think I’m leaving you behind.” Naruto argued as he broke away from the group. “If you’re staying behind I am as well.”

“Twilight needs you more than I do. Finding the Elements of Harmony take top priority and Nightmare Moons forces are doing everything they can to stop us. We cannot let them win, besides I am no longer the ill-equipped mare I once was. I have a great teacher to thank for that.” She finished as she turned away from the blond who was struggling between what he had to do and what he wanted to do. “I can be strong now, I just need the chance to show it.”

“Be safe and be careful.” Naruto said as Pinkie Pie suddenly bounced by him and slung an arm over Rarity’s shoulder.

“Don’t worry Narry I’ll keep her safe.” Pinkie Pie assured him with a bright and happy smile. “Its up to you guys to go find the Elements so we can stop Miss Mean Snooty Booty kay.” Pinkie said as she waved them off.

“You two better come back safe,” Rainbow Dash told them, whether or not they were close didn’t matter. They were her fellow Ponyville citizens and neighbors after all. 

Rarity’s show of bravery invoked a reaction from the serpent. He could not simply just flee and allow his new friend to risk her neck fighting these creatures alone. 

 

[img]http://orig06.deviantart.net/80e1/f/2015/319/9/3/equestrian_heroes_combatting_the_griffins_by_therealkyuubi16-d9gvieh.jpg[/img]

“Madame, I would consider if an honor if you allow me to fight by your side,” Steven said, bowing his head. “But… that said, I must ask for a small favor.”

“Of course. What is it?” Rarity asked. Steven’s eyes narrowed.

“That butch looking Griffin up ahead watching us as they plan their charge she is the one that committed the atrocious act of maiming my mustache. She’s mine.” He pointed out.

“Crystal clear Monsieur Steven,” she replied, her voice as hard as stone.

The remaining members of the group continued their trek as the fog began to thicken. They could see the faint makings of ruins in the distant.

"I see some ruins. The Elements of Harmony must be there. We made it." Twilight proclaimed with a rush of excitement.

"Twilight, wait!” Naruto cried out as the Unicorn rushed ahead.

"We're almost there." Twilight called back to them when the ground suddenly gave away beneath her. Naruto threw his arms around Twilight and pulled her back, the two of them dropping back just before the Unicorn would have met her untimely end. 

"What's with you and falling off cliffs today?" Rainbow Dash dryly remarked as a grin broke out on her face. “If you two are done cuddling we need to find a way across.”

Naruto and Twilight’s eyes met briefly before they looked down realizing that Naruto was holding Twilight quiet close resulting in the latter quickly breaking away from the blond as a blush colored her cheeks. While Twilight couldn’t say she was never held by a male before, this was the first time it was done by A. not a member of her family and B. that it didn’t feel uncomfortable. 

“Dash focus, think you can fly to the other side and maybe see if there is some rope or anything to fix this bridge?” Naruto asked her as the Pegasus did a salute. With a flap of her wings Rainbow went higher up into the air and softly floated to the other side. 

“Whoa…freaky.” Rainbow commented as the fog seemed to grow thicker.

 

[b]"Rainbow..." [/b]a faint voice called out from the mist. 

“Whose out there? Show yourself now!” Rainbow Dash hollored out into the mist. 

[b]"Aah yes, the spirit you’re famed for. Spunk like that is what we need Rainbow Dash. After all we've been eagerly awaiting the arrival of the best flyer in Equestria.[/b]" This time the voice was louder not to mention the tone was definitely feminine. 

"Who?" Rainbow Dash asked as she continued peering out. 

[b]"Why, you, of course." [/b]The voice responded, continuing to massage Rainbow Dash’s ego.

"Really?!” asked, genuinely surprise someone thought this before quickly switching into her usual bravado. “I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? 'cause I've been trying to get into that group for like, ever." Rainbow continued on the tanget as her fan like devotion to the Wonderbolts was currently distracting her from her mission.

[b]"No, Rainbow Dash. We want you to join us, The Shadowbolts.[/b]" Suddenly, the mist clears to reveal three ponies that look like darker versions of the Wonderbolts down to the Hair styles and body proportions and even the signature Wonderbolts flight suits with the only difference being they were dark purple and black in color. The lead mare a dark doppelganger of Spitfire with jet black hair began speaking. “[b]Our generous benefactor would love to ensure you gain all the praise and publicity someone of your talent deserves Rainbow Dash. Join us, become our captain.The most magnificent-"[/b]

"Yep."

[b]"Swiftest-"[/b]

"Yes."

[b]"Bravest flyer in all the land."[/b]

"Yes, it's all true." Rainbow Dash ‘s ego continued to eat up the compliments as a chuckle escapes her lips. 

[b]"We need... you."[/b] The leader among them continued to boost her ego. 

"WOOHOO! Sign me up. Just let me tie this bridge real quick and then we have a deal." Rainbow Dash said as she went to finish the job.

[b]"No![/b]" shouted the Shadowbolts. "[b]It's them or us."[/b]

 

[hr]

"What's taking her so long?" Twilight asked as she continued to pace back and forth. She was growing nervous and wondered if the Pegasus had ran into trouble. That was when the mist cleared slightly to see Rainbow Dash talking with the Shadowbolts. "Oh no. Rainbow! Don't listen to them." The mist then intensifies.

Naruto placed a comforting hand on Twilight’s shoulder. “Rainbow is loyalty ponyfied. She won’t abandon us.”

"How can you be so sure?" Twilight asked him. 

"Because she's our friend. True friends never abandon each other, if one does than they are lower than trash."

 

[hr]  
[b]"Well?" [/b] The Shadowbolt continued to pressure the Pegasi.

“I appreciate the offer and all, but I had to make the choice of leaving my childhood friend behind to continue this quest. I could never forgive myself if I turned my back on her and made that sacrifice meaningless. So I’m going to have to say no.” The Shadowbolts then disappeared. Indeed finding additional rope Rainbow fixed the path allowing Naruto and Rainbow to walk over the gorge as they approached the ruins.

 

“I told her the illusion was worthless.” Up above, slowly descending down was a pony that looked like the Shadowbolt Rainbow Dash encountered earlier. While this pony indeed shared feature similar to Spitfire this one could pass off as more of a sister with her distinct features than a Carbon Copy. “Defeating trash like you won’t take long.”

 

[img]http://orig05.deviantart.net/046a/f/2015/208/1/8/equestrian_heroes__rainbow_dash_vs_hot_streak_by_therealkyuubi16-d92z1f1.png[/img]

 

“Trash!” Rainbow Dash bellowed indignantly as her wings flared up in an aggressive display. “And who are you supposed to be you Spitfire ripoff!”

That appeared to be the wrong thing to say as the other mare let loose a hiss. “I was going to rough you up a bit, but now I’m going to enjoy breaking you.”

“Twilight, Naruto, I got this. You two go on ahead.” Rainbow Dash suggested as she affixed her eyes on the weapon.

The two of them nodded, realizing that it was pointless to argue with the Pegasus. The two of them continued into the ruins hoping they would find the only objects capable of bringing this Nightmare to an end.


	10. From the View of the Nightmare!

**Summary for the Chapter:**

> The events of the night shown from another perspective.

Equestrian Heroes

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Naruto x ?

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Author's Note

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The events of the chapter take place shortly after Nightmare Moon leaves Ponyville and take place during the Elements journey to the Old Castle of the Royal sisters.

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Story Start

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The knowledge she had gleamed from Celestia's traitors had proven quite fruitful. Sitting in what was once Celestia's throne Nightmare Moon was smiling to herself. Using the crystal communication device she had contacted the leaders of the nations who she could currently address and gave them an ultimatum. Surrender to her or watch as their nation is crushed under her might. They were given only one week to respond. She was no fool as to think that the other nations wouldn't try and attempt to subjugate Equestria with Celestia's disappearance so she made the first move.

Taking over Canterlot had proved rather simple a combination of ponies having grown soft under Celestia's era of peace and her own dark agents making a series of decisive strikes during the Summer Sun Festival celebration. Most of the Canterlot soldiers had found themselves ingesting a poison that paralyzed their bodies thanks to the ingestion of wine. The fact that this was one of the traditions on her day of banishment was a slight no doubt.

Besides being the goddess of the moon and mistress of stars her domain also included the realm of the hunt, matters of fertility, the hunt, alcohol, and the domain of wild life. Not only that she filled the role of protector of mares in the past earning the title Mother of Fillies.

"Your Majesty!" a high pitched voice calling out to the Alicorn dragged the mistress of her night out of her thoughts.

Nightmare Moon turned to face the speaker. A mare whose appearance was liken to that of a bat. The bat pony in question had purple-hue wings with an ashen grey coat and a lilac colored mane. Her height was of an average Negasi with a slim body wearing a dark sheer top and long flowing even skirt with a gemstones in shape of the moon encrusted in a pattern over her legs. Like all Negasi with pronounced fangs they hovered over her bottom lip giving her a predatory look and of course the look wouldn't be completed without the slitted eyes and ear tufts.

The Negasi were of course her personal soldiers. Their ancestry coming as a result of her loyal ponies who out of their love for the princess volunteered to be transformed into an elite fighting force through ancient magic during her campaign against Celestia a thousand years prior. The fact that the Negasi numbers had reached into the thousands had quite frankly stumped even her, to which she attributed to Celestia's foolishness and softness.

This only served in her favor as the loyalty and reverence of the Negasi's ancestry seemed to be hardwiring into their descendants. As it should, Nightmare Moon thought seeing as it was her magic that gave birth to their race after all. "You may speak Night Watcher."

"We've managed to subdue most of the royal guards with minimal causalities. As we speak our soldiers are hunting down and capturing any stragglers."

A please smirk formed on Nightmare Moon's lips. It appeared that she had won.

Celestia was defeated and the capital was hers. Her long sought victory and it was so easy.

So easy.

Easy.

The prickling of doubt began to form in the back of her mind. That had been far too easy. Celestia's cunning and planning ability were legendary. True while her tactics against armies and warfare were superior Celestia was superior when it came to the long game and major threats she begrudgingly admitted. While it had been her that crafted the decisive plans used against the Griffin and Satyr empires it was Celestia who came up with the strategies that thwarted Gaiadus and Queen Tyranus.

This had to have been a trap of sorts? What could Celestia have planned? Did Celestia set a seal to entrap her and drain her of her power? No far too simple and easy to counter. She had to have been missing something. Celestia had over a thousand years to plan for her return and the pathetic performance the Sun Goddess displayed earlier indicated that she had a great deal of faith in this plan.

Nightmare Moon cursed her own foolishness for not putting more thought into her actions. She had been far too careless and too insured in her own victory that she didn't question how convenient things were for her. That she would be so high and content on her own victory that she would be completely blinded to her own downfall. 'Nice try Si-Celestia but I will not be defeated so easily.' She thought as she began addressing the Negasi. "Inform Midngiht that she is to take command until I have returned." She ordered before teleporting out of the Crystal chamber to hear the reply.

The powerful wings of the Alicorn flapped as she flew over the darkened expanse of her country taking in its beauty.

Canterlot was certainly crossed off her list. She had expected a legion of guards armed with powerful spells and drawn out battle against Celestia and the worshipper of the suns, but that appeared to be anything but the case.

The only other clue was that small town she visited the one with the Unicorn mare who knew whom she was. The town was now under her control after all so finding the mare shouldn't be difficult. Landing down in the middle of the town Nightmare Moon was greeted with enthused 'Your Majesty!' from her loyal followers.

"At ease my subjects," she responded with a pleased purred. "I'm seeking for a mulberry mare unicorn with a…" Now that she thought about it she didn't get a glimpse of the mare's cute mark. Her clothing didn't emphasize her mark nor was it on her outfit. "…rose streak in her mane." The night mistress changed up her last identifier after taking a moment to recall what else she could remember.

"We have no one like that captured currently your highness." The underlying timidity in response to the stallion Negasi's question was not missed by the Alicorn.

"Oh?" she stared down into the eyes of the stallion and she could sense it. Fear. "And tell me why is that? Were my orders not clear?" the question exited her lips in the form of a cold hiss.

"Your majesty we captured most of the ponies in town but the rest of them are hiding behind a barrier out on a farm. Nothing we tried seemed capable of..." Nightmare moon's hand was placed on his forehead and he froze. Suddenly his mind was bombarded with images from his deepest and darkest nightmares. The Stallion broke down, pleading and crying forgiveness from the dark mistress.

Her other followers watched on in a mixture of awe and fear. The stallion collapsed on the ground in a shivering and catatonic heap.

"Let this be a reminder to the rest of you I will not tolerate failure. " she warned as she took off to find this barrier. Sure enough finding the barrier proved to be colt's play as it was the only magical signature of interest being put out. The Alicorn was even halfway impressed by the power put behind the barrier, she would make note of finding out the identity of the Spellcaster to recruit into her forces.

For a moment Nightmare Moon toyed with the idea of breaking the barrier, but decided against the rash action as it would alert its occupants. Instead she would merely search for a weak spot in the structure and slip through undetected.

Transforming into mist she began to pierce through the weakest point of the barrier. The nature of the spell would see to it that the brief intrusion would quickly mend. Nightmare Moon continued her journey as she flipped pas the crack in the homes. As she floated through the area she took notice of dozens of ponies gathered together using all matters of blankets or whatever could be constituted in a shape of pillow. They seemed to be setting up bedding for preparation for sleep. As her eyes glanced over them she had yet to find her target.

"Naruto!"

The sound of multiple voices drew Nightmare Moon's attention and she headed where they were.

"What happened?"

"We thought you were captured!"

"How'd you escape?"

"I got lucky that the individuals Nightmare Moon have recruited for her cause contain a lot of untrained and sloppy followers. Unfortunately she's managed to capture and round up most of the town and the royal guard." He explained. "Where is everyone else who escaped?"

She made a mental note to severely punished those involved with the town hall incident.

"There's only one thing that can stop Nightmare Moon." After her tight lipped silence Twilight spoke, surprising everypony, ever herself. "The Elements of Harmony... it might be our only hope."

As she expected it was too good to be true. With Celestia gone she thought no pony else would have the knowledge to attempt such a move. The Elements of Harmony were kept secret from the population at large with only military personnel with the highest level and leaders of the other nation knowing of their existence.

"You mean the ones mentioned in this book?"

"Yes this is it, how did you get your hands on this?"

"Nearly a year ago I spent a good deal of time learning about some of the strongest forms of magic. I was interested in learning about many kinds of magical lore and I happened to remember the Elements being mentioned once as a myth. Considering that Nightmare Moon was also considered a myth, but turned out to be real is fair to say the Elements exist as well."

What nonsense was that? The Elements of Harmony being referenced in a book? It was by Starswhirl's very exploits that the domain of the Elements was even discovered in the first.

"There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now known as the Everfree Forest."

What good would the Elements of Harmony be without bearers? Still. It would be in her best interest to get a hold of them. The true extent of the Element's capabilities was a mystery even to her and it made no sense to change it.

"Between the seven of us we should be able to handle it. Think about it logically Twilight. I should go because I know the area best and you have a better chance of getting around safely if I were to lead you. Applejack, Pinkie Pie, and Rainbow Dash are both talented in Strength, Agility, and Speed meaning they'll be useful in fighting off the creatures of the forest as well as scouting ability. Rarity's Gem finding ability might prove useful in finding the Elements of Harmony if the hints of them being in the shape of gems I found proved to be right and Fluttershy is talented with animals which will be useful where we are going. If we all stay together, keep our heads low, and keep quiet we should be okay."

The plan was far from terrible the Alicorn had to admit, but he was a fool if he thought her forces would be so easy to beat.

"Is it really safe to go with just the seven of us? Should we not also get Big Mac, Lyra, and some of the others? Surely their talents will also come in handy?"

"They need to be here when Nightmare Moon forces attack Rare to help keep everypony safe. The only other option would be bring everypony with us and I'm sure I don't have to explain how terrible of an idea that would be. We should all get some rest and prepare to leave early in the morning than. If we try to leave now without a doubt the others are going to try and stop us."

A few last words were exchanged as the mares began leaving the kitchen. Just as Nightmare Moon was about to leave a stray thought caught her attention.

'I hope this plan of Princess Celestia's is going to work.'

She paused in place after hearing the statement and realized that her suspicions were indeed correct. Sure enough another individual walked into the room.

"Naruto!" the Mare had softly called out to the stallion.

"Ditz!" the stallion roughly exhaled and closed his eyes as he let out a sigh. "You heard all of it didn't you?"

"I-I want to help you." She softly spoke as she closed the distance between them. "You and the others are going to fight against Nightmare Moon right? Let me help." She pleaded as the blond merely shook his head.

"Ditz you can't it's far too dangerous for you to come along." He reasoned with her as he peered past her to make sure no one else is going to just wonder in.

"And its not for the others?" the mare angrily challenged, her rough voice cracking as she tightened her fist before she threw her hand back to the doorway. "You're saying Miss Rarity and Fluttershy can help and I can't? I can understand Applejack and Rainbow Dash because they're strong and they can fight and Pinkie Pie is really good at dodging stuff but…" she trailed off as her body trembled and angry tears threaten to fall from her eyes. She was cut off when suddenly she was suddenly pulled into a warm hug.

"I'll be careful Ditz. I'll come back." He whispered in her ear and softly stroked her back above her wings.

"What if…what if…" she struggled to get out between the sniffles. She was worried; she didn't want to lose one of her only friends.

"I'll come back." He firmly told her with a decisive look in his eyes that calmed the mare. "Your daughters are going to need you Ditz. If something were to ever happen to you I wouldn't forgive myself." He said as he rose his hands up and gently brushed the tears from her cheeks.

"But…but I don't understand. They have loved ones too, why are you bringing them along?" Ditzy was able to accept Naruto didn't want to bring her along, but she wondered why would he bring the others who loved ones would also miss them if something happen.

"They…they have to go Ditz. Those five…those five are going to be needed because it's they're the only ones who have the necessary traits we need to fight against Nightmare Moon. I know this doesn't make sense now, but it will be. " he explained as Ditzy nodded and accepted the explanation. Putting together what she overheard earlier she was beginning to get an idea on exactly why them.

"Ok."

The mind of the Moon Princess digested what she just learned. So that was Celestia's plan? She had managed to find five candidates to wield the Elements of Harmony. She pondered just what Celestia's plan was? Surely without the Element of Magic them wielding the other Elements would surely prove fruitless, unless Celestia had some sort of contingency plan that would include her being captured yet being able to wield the Elements while being in an indisposed state.

Were the bonds of Harmony not broken when the Elements were used on her? Celestia could not surely hope to still the Elements, unless she planned on relying on the bond of these five and channel the Element of Magic herself and surely enough the admiration the ponies had for their goddess would make it more than easy to be maneuvered into her willing tools.

For a moment Nightmare Moon considered attacking and capturing them now, but decided against the rash action. Celestia would not have left such an exploitable flaw and decided she would handle this from another angle. She would indirectly attack and delay them while her forces would catch up to them. Either her forces would be able to overwhelm and capture them or they would be weakened enough to where she would be able to capture them before the plan could be put into action. Without knowing the full power of the Elements it would be best for her to simply capture the five and eliminate the other two.

And if the stallion's comment was anything to go by they surely most have been specially trained or had dangerous talents. The fact that one of them was of the Apple clan supported this claim as their clan always proved unusually gifted Earth Ponies of great strength meaning that it was also likely the others were similarly gifted.

Nightmare Moon returned to the Canterlot castle. "Midnight! Come to me now!" she bellowed as the large double doors were opened by two of her Negasi guards.

At the beckoning of her majesty's call a mare with an exceptional talent in Dark Magic known as Midnight walked into the throne room.

"Yes, your majesty? What would you have me do?" she asked as she kneeled on one knee.

"Gather our troops. I have a mission for you and our soldiers."


	11. The Elements Fight On!

**Summary for the Chapter:**

> In which the team splits up to take on the dangerous Nightmare Forces!

Equestrian Heroes

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Naruto x ?

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Author's Note

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If I referred to the Manticore as Chimera in any point of the story please let me know. I don't know why but I was thinking of Chimera for some reason.

As for the voice of General Esteem think of Tony Jay's performance as say Shere Khan from Tale Spin.

Also I went back and edited the ending of Chapter 9 because I wanted to make the events of chapter 12 more coherent.

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Story Start

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Yelps, growls, and roars filled the air as his pack battled the ponies. The wolves had split up between attacking Applejack and Fluttershy and the Manticore.

They attempted to bite at the underbelly when the beast was distracted, and making them scatter when it came at them with tooth and claw.

The others were faring no better against the powerful earth mare. Their attempts to go for her legs to slit her ankles or cut her leg hoping to cause nerve damage of some sort to disable her. They were simply just too slow to keep up with the farmer.

They would leap over tail swipes or spin kicks attempting to sink sharp hardwood teeth into soft hide only to fail.

A swipe caught a wolf in mid-jump and sticky sap rained down as claws tore the middle out of him.

A powerful foot cracked into the side of a wolf's jaw sending the creature's head snapping back, its head exploding into splinters.

The battle progressed as the amount of fallen timber around the area grew. The longer the fight lasted the more pieces of Timberwolves pieces laid scattered.

At this rate there was only one thing the Timber Wolves could do. Their Alpha let out a howl as the other Timberwolves joined in. An ominous energy began radiating from them. "Fluttershy what's going on?" she called out to the mare who had safely watched the battle from a distance.

"Applejack they're going to combine!" the Pegasus cried out in a panic. "Get out of there!"

The body of the wolves disassembled and joined with the pieces of the living and dead wolves, and he grew large and strong as they assembled in and around the Alpha. When it was all said and done the assortment of small creatures transformed into a much larger one.

The creature smiled at what he saw. Fear. The Timberwolf let out a howl in celebration signifying that it was already assured that it would be victorious.

The creature launched itself only to be met mid leap by the Manticore. The Amalagam creature was far from frighten by this adversary, no its body tingled with excitement at the possibility of a worthy adversary.

The Timber wolf bit into a leg and his teeth sank in to draw blood. The Timberwolf jerked back and forth and was rewarded with a roar of pain from the beast as its leg was nearly torn from its body.

"Fluttershy we have to get out of here!" Applejack saw an opportunity to escape while the creatures were distracted. Both Mare's head shot towards the noise as the creatures crashed crashing through trees and over boulders as they sought to end one another.

They collided with a large tree that stopped them and the wolf caught the Manticore before it could pull itself up. Its belly was soft and the wolf delighted in the shriek that erupted from it when his teeth shredded the skin.

"Applejack we can't leave him!" Fluttershy practically wailed as she watched her new friend before forced on the defensive.

Applejack inwardly cursed knowing that Fluttershy was far too kind to abandon anypony or any creature. She also considered the fact that even if they did run there was a possibility that the Chimera would lose and the creature continued after them.

As fate would have it the Manticore fought back using its scorpion tail sending the creature, reeling, stumbling backwards and barely managing to avoid tripping only for a foot to collide into the creature's skull causing a fracture.

The Manticore recovered as he almost had the beast but it managed to maneuver out of the way by ducking below and jammed one of its antlers into the belly of the beast. "Hold on Fellar Ah'm coming!" Applejack bellowed with a charge. The Timberwolf hurled the creature off its horn and attempted to swipe at Applejack only for the mare to leap over and land against one of the trees using her feet. With her powerful legs she pushed herself off the tree and attempted to land a strike only for the Timberwolf to detatch bits of its own body, sharpening into a javelin and hurled it at the Apple farmer.

Applejack let out a scream as the makeshift javelin pierced her shoulder causing her to fall back and scream. Applejack felt her body tense up and her scream refused to leave her mouth as pained coursed through her body.

Once more the Manticore ran at the much larger creature but the wounds to its soft underbelly had drained the creature of a great deal of its strength. It was slower, much weaker and that gave the Timberwolf the edge it needed to snap its maw around the limb of the mighty Manticore. Letting out a roar the creature used its tail to repeatedly stab into the wooden creature but it proved fruitless. The refortified body of the wolf creature proved to be rather sturdy not to mention it did not have the weakness of a flesh body. It had no vital organs to strike nor did it thrive or breathe on oxygen.

It flung the Manticore into the dirt and stood over it victorious. Before it could make another step she had shot forward between them. Staring it down was the same mare far to frighten to get into the fray earlier.

"No." That look, that furious look and those tears. The look in her eyes seemed to unnerve the creature for a brief moment before it let out a growl. "I won't let you…I won't let you hurt them!" For a moment it looked like the creature was going to back down, but instead it made up its mind and continued forward causing Fluttershy to freeze in terror.

Applejack managed to crawl to her knees. "Fluttershy run!" she yelled as she clutched at her shoulder and began to run as fast as she could. She was too far away; she was not going to make it in time.

Before the creature could make its attack it suddenly found its vision split in two. Suddenly the creature exploded in a flash of lightning as its remains was disintegrated. Fluttershy stood stunned, looking up at her savior.

He was a male Pegasi in his early fifties and rather massive with a tall body and muscular physique that made him massive by even Big Mac standards. His coat was that of a clean ivory white covered up by a dark blue military general's garrison jacket with a four-button closure in the front witch notched laplets with gold "Equestria" pins and rank pins on his chest with two breast pockets and two front side pockets. The shirt under the jack was a light blue cotton button-down collared character shirt, plain black necktie, army blue full length trousers and a sturdy army green peaked cap with a crown, a black band a black peak visor. The front of the cap had a gold metal relief of Equestria's seal where peeking under it was lava red mane and matching tail.

Fluttershy let out a gasp as her face lit up. With a squeal of 'daddy' Fluttershy dashed forward and hugged the stallion.

"Are you okay my little buttercup?" The voice coming from the tall stallion was intimidating despite how gentle the words.

"I'm fine dad, how did you find us?" she asked as any and all fear had melted away from the Pegasus.

"The Princess," he answered. "Princess Celestia sent me a letter that magically brought me to the town warning me you would need my help." He explained only for the Pegasi to hear the sound of a cleared throat drawing their attention.

"Excuse me…ah sir, don't mean to interrupt ya and all but our friends need our help." Applejack spoke up. She could only hope that the others were ok.

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Rarity's dagger was locked against the talons of the air born griffin. Using her telekinesis she hurled some rocks on the ground against the air born menace. In fury the Griffin knocked the dagger away with her talon.

Stunned form the force of the kick Rarity stumbled back for a moment before narrowly avoiding the strike of the talon.

One of the griffins hefted a large crossbow, but another slapped the weapon down.

"You idiot. You know the orders. Prisoners, alive only."

Rarity's eyes darted around for the dagger before she was nearly flanked by two more Griffons only for a quick swipe from Steven's tail swatted them away.

Pinkie Pie was having a much easier time dealing with her opponents. "Over here! No here!" she would call out as the Griffons flied towards her only for Pinkie to twist her body to the side and duck leading to the Griffins to almost crash into boulders that littered the path and having to take to the skies once more so they could have another turn at charging her. "No no here! Warmer! Warmer!" If it was any other pony one could easily considered the taunts to be petulant.

Pinkie Pie would cart wheel and doge out of the way of the attacks with ease. With the society and cultural practices drilled into the head of Griffins the display was an insult to their pride resulting in them trying harder and harder to wound the pink trickster.

Pinkie's taunted had driven several of the griffins to the edge of their patience as they changed tactics, momentarily forgetting their liege's order to bring the ponies alive. They charged full forth with their blades or claws drawn doubling their efforts which proved just as infective as Pinkie would bait them into thinking they had a chance only to out maneuver them when they would strike leading their weapons or claws either being stuck in trees or causing them to scrape the outer bark off the mighty denizens of the forest.

Tried as they might they could not keep up with both the mare's agility and near endless energy. They were brought to the end of their rope when after the varying strategies failed. Especially considering the fact that Pinkie couldn't be baited into attacking them and her randomness made it impossible to read her movements and plan an attack around them.

Finally Pinkie Pie made her counter attack. "Poke" one Griffin simply fell backwards flat on his back. "Poke." Another toppled over the side and let his spear drop. "Poke…poke…poke." Pinkie Pie childishly stated with pleased grin as all her pursuers fell over from pure exhaustion. She then pouted upon realizing she was the only one left standing. "I guess you guys don't want to play anymore."

"She makes it look so easily." Rarity quietly spoke to herself as she turned her attention back to her own assembled flock of Griffins. "Unfortunately for you lot I am not to be outdone, that and a dagger is not what one would call lady like." She said as she sheathe with the dagger and made her move.

Ever since that attack by the Satyr's Rarity had dedicate one hour a day into getting stronger. It had started off as light running to further help strengthen and tone her upper and lower legs then the squat exercises followed and calf raised and not too long after being trained by Naruto. While Rarity was no athlete she was far from the willowy mare she once was. She was much stronger now with incredible leg strength and running speed that served her precision rather well. It also didn't hurt the training shaped her body and appearance to be more attractive as well, after all she still had her pride in her appearance after all.

The combination of this and her being underestimated gave Rarity just the advantage she needed. Three of the Griffin warriors had already been taking down by Rarity's swift kicks before realizing she was a lot stronger than her appearance suggested.

They switched their tactics up taking advantage of their ability to fly to press advantage. Rarity let out a yelp as one of the griffin's claws managed to knick her arm drawing blood.

Another speed by narrowly slashing her face but Rarity was quicker to react. Soon they developed a pattern and began to encircle her from high above. They would attack one by one forcing Rarity on the defensive. Attack and attack piled on and as the seconds ticked away so did Rarity's energy until one Griffin managed to slash his claw right through the midsection of Rarity's dress causing a tear.

"My outfit!" The startled cry escaped Rarity's lips as a fury lit a blaze in her mind. "You have gone too far!" With that said Rarity used her magic to levitate the blade of one of the downed Griffin's and levitated it up. With a single gesture of her horn she hurled it with enough force to shatter the upper portion of a nearby boulder that rested on the river bank. It was as if a new surge of power she didn't know she had erupted from her.

Using her magic she levitated the weapons and rocks behind her. There was a common misconception when it came to a Unicorn's magic. It wasn't that they could only use a magic in regards to their talent, but they couldn't truly excel unless the spells helped with their talent also the fact that once most ponies discovered their talent they only put focus into that talent or maybe the odd hobby or two to accompany it. Rarity though had near masterfully control of levitating multiple objects of various weights and pin point precision. When you added a unicorn mare enraged carrying various blunt and sharp objects her opponents never stood a chance.

The same could be said against the poor Griffins that had to fight Monsieur Steven. True he was no fighter, but his massive form gave him a strength that easily dwarfed the Griffins by nearly a value of fifty if not a greater amount. There was also the fact that belonging to the lizard family of species his hide proved resistant to their weaponry and despite their best efforts they were quickly disposed of.

"I say those brutes shant try that again." Steven said as the defeated pack began making their retreat.

"Indeed." Rarity nodded and whipped her brow that was becoming almost drenched in sweat. She mulled over the fact she hadn't thought to bring her emergency makeup bag.

"Who hoo we won!" Pinkie Pie exclaimed with excitement as she hopped in place. "Now we can go help Twilight and the others."

"Monsieur Steven it was an honor to meet you. I do hope I have the pleasure of running into you again someday." Rarity bade the serpent farewell.

"Indeed," he responded with a bow. "Good luck to you my lady, I hope you and your friends find what you are looking for."

"Good bye Stevie!" Pinkie Pie shouted as they continued their way further into the forest. They continued the trek when they noticed a magical flare went off in the air making out an image of a Pegasi's feather.

"Pinkie Pie do you not what that ask?" Rarity found herself compelled to ask as excitement splayed out on her features.

"Uuumm." Pinkie Pie turned to the mare and shrugged after a few seconds of deliberation. "Not really."

Rarity rolled her eyes and grabbed the other mare by the wrist. "That's a flare used by Equestrian guard members. That means there are royal guard members in the forest and that wasn't just any image that image belongs to one of Equestria's most renowned Generals, General Grand Esteem." She hurriedly explained as she continued to drag the mare into the forest.

Sure enough they had come across a unit of the guard in the forest combating the regiment of the Nightmare Forces. "Rarity! Pinkie Pie!"

The mares head shot up at the mention of their names leading them to spotting out Applejack and Fluttershy. The four happily reunited.

"I see the guard has managed to mobilize. What about Ponyville? Is it alright?" Rarity wondered as her fear for her sister's safely once more came to the forefront of her mind.

"It is. Daddy told me that Captain Spark was able to break free and mounted an assault against Nightmare Moon's forces." Fluttershy explained as she noticed something. "W-What happened to the others?"

"Yeah, where is Twilight and the others. Ah thought they were with yall." Applejack spoke up.

"We were attacked by some mean old Griffins and the others went on ahead. We can probably catch them if we hurry." Pinkie Pie suggested.

"Well what are we waiting for then? Let's go." Applejack remarked as they rushed ahead to front line to continue their trek to the tower.

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"I suppose I should give you the honor of my name before grinding you into dust. The name is Hot Streak kid and I'm going to enjoy breaking you." The flame haired looking mare taunted as she began immediately circling Rainbow Dash. Hot Streak suddenly dashed forward with speed that startled the other Pegasi for a moment, but not enough to where she couldn't counter.

Rainbow twisted out of the way and managed to land a good solid kick to the ankle of Hot Streak making her foe lose balance. Using her wings Hot Streak stopped her descent and forced herself right side up as Rainbow Dash suddenly began to attack Hot Streak using the Steel Wing style of Pegasi Martial Arts.

Despite how commonly known the Martials Arts style the Steel Wing is the style was renowned for being a favored style for aggressive Pegasi fighters. It relied on having the speed to force your opponent into close quarter combat and having the endurance to tank their attacks. Not to mention one had to have incredible with control and flexibility which own its own would be useless in the fighting style if one didn't have Pegasi mastered enough to make ones wings as hard as steel. Once one did their wings were as sharp as a blade and deadly in the hands.

For an aggressive fighter with gifted speed it was Rainbow Dash's go to style. "You'll have to do better than that." Hot streak taunted as she jumped to side of one of Dash's swiped. Planting her feet firmly after the jumped she dashed forward and shoulder tackled the Pegasus.

Rainbow's yelp was caught in her throat as she stumbled back. She narrowly avoided a direct strike to the face, Hot Streak's knuckle guiding past the bridge of her nose. "I haven't even begun to fight." Rainbow Dash realized she made a mistake as any attempt she made to attack was easily countered and she found herself taking hits. The more this happen the angrier Rainbow got which unfortunately led to her being more reckless.

Hot Streak took advantage of this and manages to land a solid strike knocking Rainbow Dash on her back. "What a joke. Are you really the same filly rumored to have done a Sonic Rainboom over a decade ago? I have to say I expected more of a challenge?"

"Shut up!" Rainbow Dash roared as she shot forward again. Once more she attempted the swipe with a steel wing only to miss and have an elbow driven into her back sending her onto her hands and knees. The force of the impact threatened to break her hands as Dash coughed up some blood. She clutched her fists in fury.

This Pegasus was treating her as a joke. How was she supposed to win at this rate? Rainbow Dash let out another yelp as a solid kick sent her tumbling along the ground, scratching up her body pretty badly. She tried to get up only to be kicked again, pain coursing down her right arm and her ribs feeling tender. She couldn't remember the last time she'd been a fight so hopeless.

'Oi…Rain…what are you doing? You're way too stubborn to give up.'

'N-Naruto?' suddenly a memory sparked to life. It was from a few months ago and the two of them were sparring. Rainbow feeling confident in her own skills challenged Naruto to a spar. She was feeling a bit too lazy to fly home so she decide to mooch off her friend. Suffice to say she was quite surprised to find the blond was far from easy to take in a fight.

"What the Hay!" she cried out in frustration as Rainbow narrowed her brow in anger. "Why can't I hit you? I'm way faster than you." The two of them were out in a plot of land Naruto had bought so he could have a nice clear space to train.

"You might be faster Rain, but when it comes to combat I have more experience. You just can't rush somepony like me without a plan."

"Planning? I'm not much of a planner."

"I've noticed." Naruto remarked with a deadpan. "Look, there may come a time where being fast alone won't be enough and in that situation somepony might be depending on you. So at least…at least consider what I'm about to say and I hope you'll be able to make use of it."

If she was going to win she needed to fight smarter and not harder. The lesson Naruto had given her that day stuck with her and now was no better time to put it to practice. When it came to strength Hot Streak out classed her, those kicks were far from mere love taps, but the other Pegasi seemed intent on toying with and taunting her indicating a very arrogant personality. She could use that to her advantage. So with a mighty flap of her wings Rainbow Dash took to the air and began to fly off.

"Get back here!" Hot streak shouted as she took to the air. She doubled the amount of her wing ministrations but could not keep up with the Pegasus. Next thing Hotstreak knew a hot searing pain shot right through her back. Then a second slash to her right arm as the force responsible began to part the clouds from pure speed alone.

"Come on Hotshit, you're moving far too slow if you expect to hit me." A third, fourth, and fifth strike followed as the coppery scent of blood stung her nose. This time she was able to react and grabbed Rainbow's ankle to spin her around, and then threw her down fast.

Rainbow Dash was falling from the air fast, spinning after a few seconds, got her wings under control, although she had a major headache. Once more Rainbow Dash took off and Hot Streak hot off after her. 'Gotcha.' Rainbow spun and she slashed just below Hot Streak's armpit resulting in the Pegasi letting loose a hiss and clutching her side and pain.

"No more games filly, now you've gone and really pissed me off." She snarled as Rainbow Dash appeared to once more be going for the hit and run tactic. So this time Hot Streak waited for Rainbow only for the mare to suddenly switch up her attack and drove both feet into her gut. Rainbow Dash then quickly dashed behind Hot Streak and threw both arms around the other mare in a lock. "Get your damn arms off me!" the mare snapped as he jerked and fought against Rainbow Dash's grip.

"What's the matter? Changed your mind and here I thought you wanted more of a challenge." Rainbow taunted as they suddenly began to free fall.

"Whaa…hey. Let go of me!" The force of the movement resulted in their manes and clothes to flap wildly. "You crazy fruit you'll kill us both!" Hot Streak began yelling but the harsh sound of the wind as they began to fall muffled her voice. As the seconds ticked on by they found themselves drawing closer and closer to the ground.

To her shock Hot Streak found herself having to use her ace in the hole. Her electricity. While all Pegasi had a certain degree of weather manipulation only one in a hundred Pegasi could exert enough Pegasi magic to consciously create lightning and it was even rarer to hear of a Pegasi who could harness and use the power of Lightning itself in an offensive capability.

The sudden shock of Lightning caused Rainbow Dash to let go, but it also caused her body to momentarily seize up. Long enough to where Rainbow was only able to recover enough to slow her descent but not to prevent her from colliding with the ground.

Rainbow Dash ignored the pain from her arm and the throbbing headache as she got up and stared down her foe. Hot Streak extended her wings fully as a new look formed on her face.

The look unnerved Rainbow Dash as the look was more befitting of a predator cornering her pray. Little sparks of Electricity flickered from Hot Streaks wings.

"Rainbow!"

"Rainbow Dash!"

Despite her friend's voice in the distance Rainbow dare not take her eyes off her foe. To her surprise Hot Streak put her wings away. "Its been quite a while since I had such a fun time. Next time we meet Dash I won't be going easy on you." Hot Streak remarked as she dashed away.

Rainbow Dash released the breath she was holding. She was thankful the others had shown up when they did. As much as she hated to admit it, she wasn't sure if she would have been able to beat the other Pegasi.

"Rainbow Dash are you okay?" Rarity asked as she looked the beaten Pegasi over.

"Am I okay? Hah, you should see the other ma-RE!" She let out a pain yelp and jerked away at the sensation of someone touching her arm. She took a minute to collect her wits only to realize it was Fluttershy.

"Your arm." She softly stated as she brought her hand to cup her mouth.

"Ya going to be okay?" Applejack asked, concerned for Rainbow Dash's health. This journey of theirs kept getting more and more dangerous.

"I'm fine, its not me we need to worry about. We need to find Naruto and Twilight." She said as she saw several flares gone up in the sky. "What in the Hay? Is that a magical flare?"

"Indeed it is darling." Rarity answered in a chipper tone. "General Esteem and the other members of the Royal Guard escorted us the rest of the way. They're currently combating Nightmare Moon's forces."

"Finally, something goes our way." Rainbow Dash cheered with a fist pump. "Alright girls time to go help our friends." With a simultaneous exclaim the mares charged forward into the ancient castle.


	12. Showdown Against the Nightmare! Part 1!

**Summary for the Chapter:**

> The final battle against Nightmare Moon begins.

Equestrian Heroes

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Naruto x ?

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Author's Note

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The events of the chapter take place shortly after Nightmare Moon leaves Ponyville and take place during the Elements journey to the Old Castle of the Royal sisters.

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Story Start

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Naruto and Twilight continued their run down the dark hallways of the castle. They pushed their way through large double doors into one of the castle's many chambers when they encountered one of the last creatures Naruto expected to counter.

"Ashby." He murmured as his face nearly went white from shock. To think the Nightmare's power was even capable of Necromancy. Standing between them and the other chamber the Satyr hands flickered with hellish flames which indicated he got a little upgrade as well.

"From no point further will you travel. Her majesty wants you dead and I shall oblige."

The Satyr was nothing more than a mere undead servant. "Twilight go." Naruto began to step forward as he prepared to challenge the creature one on one.

"I understand…" Twilight nodded, and kept running.

The Satyr attempted to strike down Twilight with one of his fireballs only for Naruto to body flicker between the two of them and slammed his hands into the ground raising a slab of earth to block the attack. He then lowered the slab as he got into a fighting stance. "This time I'm making sure you stay dead."

Ashby reacted by increasing the intensity of the flames in his palms. The smoldering embers lit up the room with Yellow and Orange amber hues. He then began hurling the fireballs at him to which Naruto dodged with each, the impact from the balls with intensity strong enough to form cracks on the ground. Even though the flames were only hot enough to cause external cracking that was still more than lethal enough to a flesh being if the Satyr nailed him in the right location.

"I'm going to pay you back twice fold mule for killing me and humiliating me. Her majesty has promised me the local town if I eliminated the warriors accompanying the five bearers. I'm going to enjoy breaking in its inhabitants and finding out which ones you had ties to." The Satyr taunted as he continued hurling the flames at the blond.

'She knows!?' That was the only thing that came to Naruto's mind. How the hell did Nightmare Moon know…wait. Five? As he continued dodging the blasts he relaxed slightly, so Nightmare Moon didn't suspect that Twilight was the Element of Magic? He was going to have to end this as quickly as possible, get to Twilight and the Elements and get them to a safe location. If something happened to Twilight before the sixth element could be sparked it would be all over.

Leaping off one of the columns Naruto gripped the chandelier hung above and with a tug dislodged it. The blond landed against one of the columns and watched as the Satyr dove out of the way of the decorative objects. The object's bottom bent and caused a large fraction in the ground's foundation.

Ashby hurled yet another fireball at Naruto who this time merely ducked under the blast. He then drew back his hand and launched a punch only for the Satyr to quickly drop his head down and blocked with his horns. A vibration coursed through Naruto's arm from the force of the attack and causing a cramp in his arm. He mentally suppressed the desire to yelp and dropped back as he launched a strike with his left arm and punched the Satyr in the gut causing him to stumble back slightly. He responded by changing up his strategy and firing a stream of fire at the blond.

The sudden intensity from the heat and its closeness caused Naruto to stop in his tracks and shield his eyes. This gave Ashby the opening he needed as he charged through the flames and attempted to ram into Naruto only for the blond to throw his hands out and grip him by the forms.

Naruto flung him upwards and struck the Satyr in his throat making the satyr stumbled backward in pain. "Like before Ashby seems like you didn't learn your lesson don't ever, threaten my precious people." He said as he began walking towards the Satyr.

Ashby recovered and with a roar threw a punch to which Naruto was unable to dodge. With a solid strike the blond was sent flying against the ground. "You damn arrogant mule. I am lord Ashby and I won't lose to the likes of you again!" he roared as he the flames of his hand went from red to cold blue fire. He hurled the ball of flame where Naruto was and it exploded it a showy explosion of blue fire.

As the smoke cleared, Ashby saw that the ground was melted and not an inch of Naruto remained. "Goodbye…trash…" he remarked as he began making his way where the mare went. Suddenly he found himself enveloped in an explosion as he was sent flying on his back. He found himself lying on…paper?

Naruto wanted to save this on the off chance the fight with Nightmare Moon didn't go as planned, but seeing as there was a zombie running out similar to an Edo Tensei summon he had no choice but to use it now. Leaping down from the ceiling Naruto slammed his palm into the Satyr's chest as his hand and the seal he had inked on his hand began to glow.

Ashby let out a scream as he was enveloped by an aura. When the aura died down three seals appeared on the scroll that Naruto had used. He wiped the sweat from his brow. "Whoo…"

Suddenly large volumes of mist began to gather. The mist began pouring out of cracks in the floors and walls and through the open windows of the ruins. The mist began forming the shape of large body. Aspects of the creatures began to thin out and expand with long bat-like wings, and scaly body. One the shape finally finished its transformation it was a charcoal scaled dragon, mulatto eyes, and violet paper see through wings. The creature let out an intimidating roar that caused cracks to appear in the foundation and the building to shake.

"Damn, I thought that was a bit too easy. Fine then, I'll take you on as well." The blond said as he charged forward holding out his right arm, a spiraling blue sphere suddenly came into existence within the creature's hand. Lunging forward he shoved the glowing sphere within the side of the creature's face. The sphere of magic the creature prepared was sent flying at an awkward angle creating a hole in one of the walls creating a staircase.

Then dozens of Naruto flickered into existence with clouds of white smoke erupted across the room. When they dissipated each cloud revealed an exact copy of Naruto, their combined total taking up almost half the room.

The creature proved itself deceptively fast as it claw tore through an entire group of clones. The clones charged delivering a legion of powerful punches, kicks, and Rasengans only for the dragon's scrapes and abrasions to magically repair itself. Naruto had to admit while he missed his old body this equine one had some advantages. Combining the natural features of an equine with his already impressive Uzumaki heritage meant taking advantage of a new found powerful breath control to use fire jutsu in a way he couldn't before.

With an exhale he let out a giant fireball that connected with the creature letting out a fiery and combust explosion. The smoky embers of his attack soon thinned out and remaining upon the scorched marks and cracked land was the form of Nightmare Moon.

"You have proven to be a larger thorn than perceived. Tell me, why do you fight so ardently for a battle you cannot win!?"

"Because I refuse to live the life of a coward and let someone like you do as they pleased." He answered as the Alicorn made her move, turning into mist which thinned out the room of the rest of his clones. 'fast' he thought as he came to a stop and quickly spun to face his enemy.

"It is laughable that you think you are even a challenge to me."

Okay this was good, maybe he could keep her talking. "Tell me Nightmare Moon why even try and send the world into an Eternal Night?"

"Since you've managed to entertain me thus far I shall oblige in your little curiosity, if only because you and the little foals attempts at stopping me proved to be quite amusing. The peasants of this nation held no appreciation for my night. For its beauty and for its importance to the world and merely shunned or ignored, and even fought its presence out of ignorant and fear. Soon all aligned with darkness was treated with contempt and loathing. The Moon…my moon treated as nothing more than a rock as everypony loved and appreciated the sun. Loved and appreciated her." Suddenly the Alicorn's powerful magical began flooding the room.

Naruto found himself cursing as he was suddenly ensnared by vine like shaped tendrils of magic. Like leeches they were draining him of his energy. Despite his training he still felt himself caught off guard by some of the thing magic could do. If he didn't break free quickly she was going to kill him.

"Do you think of me so barbaric?" the dark mare let out an amused chuckle. The stallion proved to be both strong and rather resourceful. That sparked in idea in the mare, she decided simply killing the stallion was a waste when she could simply make him her toy. "I will succeed Celestia and become the Queen of this world and this queen wouldn't mind a King." Nightmare Moon removed her armor piece by piece in a slow fashion that made Naruto anxious and fearful at the dark mare's advances.

Even now the reason he was able to adjust as well as he did was because of how human like the ponies were here. "Tell me Naruto, do you not have desires? Desires that have gone on…unfilled." She whispered in his ear as she trailed around him. Naruto couldn't help but shiver, the more he adjusted and became used to this form the more apparent certain things became. "Join me and I can give you your greatest desires. I can even help you get home."

Before Naruto could even protest or question how she could possibly know the Dark Mare pressed her lips against his. Home was only one place and it was her.

And with that a memory came to mind. He was gently rocking back and forth as the little bundle in his arms fell back asleep. A hand touched his shoulder. He loved up and it was his beautiful wife.

"Hinata…" He whispered as to not disturb the baby.

"You have an important meaning tomorrow… why are you up?" She asked softly.

"Its only fair I do my fair share if you can lose some nights of sleep he said as quietly as he could. Hinata just smiled and kissed his cheek.

They walked the baby back to the nursery. Naruto laid Boruto gently down in the crib. Hinata tucked a thin blanket around Boruto. The couple stood there watching the sleeping child. Hinata wrapped her arm around Naruto's and smiled. It was clear that the baby was fast asleep and showed no signs of waking up.

"Honey lets go back to bed." Hinata said softly. Naruto just nodded and let her take his hand. They went back to their bedroom and Hinata started to take off her robe. Naruto hugged her from behind and buried his face in her hair.

"I love you." He said into her hair. Hinata blushed a little and smiled. Hinata moved out of Naruto's arms and turned to him. She put her arms around him and kissed him on the lips.

"I love you too." She said pulling out of the kiss. She let her fingers graze over his cheek.

Nightmare Moon hissed angrily when his response was to bite her lip. How dare they ungrateful nave do something like that to her? Refuse her? And after going as far as offering herself, a pony no common mare could ever hope to court. Either way she would not be denied. No matter how long it would take she would break him.

"This has gone on long enough." She remarked as her horn glowed with magic. "One way or another you will bend to my will." She remarked as she reassembled her armor in a burst of magic and sent a focus blast of magical power in his direction. Naruto rolled to the side, quickly dodging it and charged forward, ramming into the dark mare sending her tumbling back a few steps.

Using her wings the Alicorn prevented herself from being knocked over. "You'll have to do better than that."

"How dare thee. This one will take enjoyment from your suffering like the finest wine." She said as she charged forward with incredible speed. With a leap her hooves came down where the orange pony once was, leaving a rather considerable dent as the floor beneath her cracked.

Naruto was sure as he was now, in straight battle of speed the mare would easily stomp him, but thankfully his natural agility, reflexes, and experience allowed him to keep a step ahead of the dark mare. Not to mention he was sure his Shinobi arts gave him an edge since she undouble never fought a user of them before.

"You are only delaying the inevitable. If you believe he can defeat me then…" during the dark mare's boasting Naruto took the opportunity to charge and slide kick the legs from right under her, rolling to the other side of her as she fell. "You are truly testing my patience." She growled as she took to the side.

"So tell me, are you the same as you were a thousand years ago or was your flank always that fat?" hopefully Nightmare Moon was the kind of fighter that got sloppy with angry. There was also the fact that it had been in grinded into his head insulting a woman's looks was a quit way to piss them off, especially if you insinuated they were fat. The fact that the next blast of magic nearly took his head off pretty much gave the blond the indication that that may not have been the best idea.

"ENOUGH!"

The force of her shout caused Naruto's body to snap back from the force. The ground began to be swallowed up from the darkness radiated from the goddess. The shapeless mass struck out and ensnared around him. Naruto fought back but it proved fruitless as his vision began to fade.

0000000000000

Rainbow found herself against the wall. She paused, leaning against the doorway as she took a moment to collect herself. She heard the others call her name and she looked up. Her arm was still throbbing a bit from when Applejack helped her put her arm back in place. Considering how much she crashed and injured herself she hadn't experienced a dislocated arm so she had no idea. She shuttered to think what would have happened if she had carried on without knowing.

"Rainbow Dash you ok?" Fluttershy asked as the other Pegasus nodded.

"Yeah, sorry just needed a second to catch my breath." She remarked as she collected herself. Before she could say anything else the thunderous roar of 'Enough!' startled them, especially Fluttershy who hid behind the other Pegasus in fright.

"That was Nightmare Moon. We need to hurry!" Pinkie Pie cried out as they continued on ahead. They rushed up a set up stairs and rounded past a pair of double doors. They rounded the corner and dashed into another room. To their horror right before their very eyes Naruto disappeared in the pool of darkness.

"So the chosen five have arrived." With a flash of her magical power Nightmare Moon summoned her soldiers. "Restrain them. I will deal with them after I finish with the Unicorn."

"You monster!" Rainbow Dash roared as she shot at the mare, taking to the airs. "GIVE HIM BACK!" Right before Rainbow Dash could reach her Nightmare Moon disappeared in a dark flash. "Bucking Tartarus!" Rainbow Dash whispered as she came to a stop. She couldn't believe it.

She was too slow. Too slow to save one of her best friends. Rainbow Dash for the first time in a long time was truly pissed. She trained her focus to the attacking soldiers who weren't preoccupied fighting her just as upset fellow mares and would soon share the same faith of having their faces smashed in.

Like a good deal of the rest of the castle the room within the chamber the Elements laid had a good deal of its infrastructure collapsed due to age, while others had been overgrown by the forest. Despite all this the noble marble structure was a sight to behold.

Towering picture windows on all sides, and bold pillars still decorated despite their age and the ages that had passed without any upkeep. In the center of the hall a five armed statue had been placed. On each arm a stone ball rested, each with a different emblem carved to the stone.

Using her magic Twilight levitated the five Elements before her. She began concentrating as she tried to figure out just what spark would be needed to awaken the Element's powers.

She suddenly yelped as a burst of magic sent her skidding across the ground and elements tumbling. Darkness began to converge and formed the form of Nightmare Moon. "The foal that remembered me to think you've come this far. You have graciously brought me the five elements though I'm afraid your quest was for naught." The Evil Alicorn let out a nefarious laugh. Dark magic began to glow from Nightmare Moon's horn.

Twilight could only look up in shock. Was this really how it was going to end?


	13. Showdown Against the Nightmare! Battle in the Mind! Part 2!

**Summary for the Chapter:**

> The battle against Nightmare Moon continues with Naruto and Luna fighting her from the inside.

Equestrian Heroes

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Naruto x ?

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Story Start

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Naruto wasn't sure how long the attack had rendered him unconscious, but it was enough to greatly disorient him. When he finally started to feel better he was able to grasp that he wasn't in the physical realm. This was rather surprising as he thought he would have woken up in the dungeon instead of the vast and lifeless rocky terrain he was currently in.

For a moment he wondered just where he was when a stray thought came to his mind. 'Is this the moon?' he couldn't help but wonder to himself. He looked up and sure enough it was the night sky filled with the white twinkling lights of the stars themselves. Other familiar celestial bodies filled the area including what he learned not so long ago were constellations. Since he was in the mental plain he didn't need to worry about whatever measures one would have needed to survive out here.

Naruto tried calling to Kurama but received no answer in return. 'I thought as much.' He sullenly thought as he began his journey. Time most likely did not exist in this type of realm. So there was no telling how long he was going to be walking. He kept going until he saw the faint glow of magical aura. Naruto readied himself for a fight until he heard the faint sound of crying. His eyes widened briefly in confusion before he went closer to the origin only to find deep within the crater the cage.

The cage contained what looked like a young filly Alicorn. She looked hardly older than the crusaders. Her coat was that of a light phtalo shade. The svelte little pony was wearing a simple dark blue dress with the insignia of the moon on the front of it. As he got closer he took more of her features, her mane and tail colors were that of a light azure color and the Alicorn filly looked so sad it almost broke his heart.

"W-Who are you?" she asked in a whimpering her tone as her voice cracked slightly. Her eyes were filled with a lot of fear.

"I'm not going to hurt you," he softly spoke to her as he got closer. "My name is Naruto what's yours?" he asked as he approached the cage but the Pony only shot him a furious look as a frown marred her features.

"We shall not for your tricks again. Just leave us alone. " She wailed as tears began to whirl up in her eyes. Suddenly she seemed to switch gears as she looked off into space. "Where are you Big sister? W-We are so sorry please don't be mad at me anymore. I don't like being alone." The tears slid down her face. "T-Tia…d-don't you love me anymore?" she asked in between sniffles as she sat down and curled up in a ball.

Naruto's heart went out to this filly. Seeing how broken this pony was. He couldn't help but relate her situation similar to that of a Jinchuuriki. Essentially what he was seeing was the fate of a container overwhelmed and consumed by what they kept at bay essentially.

He knew what he had to do. Having long embraced the willpower of making a mindscape his own Naruto easily bypassed the cage. He then pulled the pony in the hug causing her to gasp.

"You're not alone anymore." He gently whispered into her ear as he gently pat her back. "I won't hurt you. I'll do everything I can to help you." He continued the comforting hug.

For the first time the little mare felt something other than loneliness and despair. For the first time in a thousand years she had done something she thought she lost the will to do. Smile.

She then whispered something that Naruto didn't catch.

"Excuse me?" Naruto asked, missing what the mare had just said. He suddenly pulled back, realizing that he still had her in his arms.

The little Alicorn let out a rather bashful like gasp. She took a moment before composing herself. "My name is Luna." She introduced herself a little more confident.

"I see." He figured it had something to do with the moon. Everything was starting to make sense now. "A nice name for such a cute little mare." Naruto playfully complimented her. The filly looked so adorable the words kawaii sprung to mind.

Luna on the other hand took it completely different and began blushing. "W-Who gave thee permission to be so familiar with me? I am a Princess and over several Millennia old." Princess Luna had switched from questioning to an embarrassed huff in a matter of seconds.

Naruto let out a chuckle and stood up. He smiled graced his lips and he extended his hand. "Forgive me for my familiarity your highness. I believe its time for us to go."

"Go?" she asked the stallion as she blunk and shot him a questioning look as she tried to figure out what the blond was planning to do.. "Go where?" Where did he expect them to go.

Once more he smiled at warm smile and placed his palms on the shoulder of the Alicorn. "Back to Equestria." He informed her as he glanced to the left and right as if he was trying to decide which direction they should go. "One way or another I'll get you out of here."

A downcast look formed on Luna's face. "I-It's no use. I've tried…I've tried for so long but she won't let me. It won't let me." As soon as she finished that sentence utter fear spread across her face. "She's here." Luna uttered in a tone of a frightened child as a pool of darkness seeped across the rocky landscape. It slowly pulled up and formed into the shape of Nightmare Moon.

"Your insolence knows no bounds. To think you managed to find your way here. You have proven to be more trouble then you're worth so I shall correct the issue and eliminate you."As Nightmare Moon spoke twin voices echoed from the creature's mouth and one of those voices Naruto remembered all too well. That voice was of the same creature that attacked him on the world that Naruto had visited all those years ago.

How could he ever forget?

Hagoromo had thought him the secrets of traveling throughout the ages once Naruto's first life time had finally reached its end. Chakra, the power that fueled the people of his world was more than just mere physical and mental energy; the life force of chakra connected both the living and the world of the dead as the tree that bore the fruit of life in his world was just one of many seeds planted across various worlds many eons ago. After all Kaguya herself was not a native to the world so it only proved the existence of other worlds and life forms out there.

One of those beings was a creature of darkness that seemed intent on hunting down and eliminating the seeds to fill the Cosmos with darkness. "Ombra!" the blond's whisper was filled with utter loathing. Naruto was more than sure that this creature played a part in the events of the Nightmare scenario.

"Do you think a mere Earth puny can save you Luna? Even your sister chose to seal you away instead of trying to help you. You need me. I make us strong. Without me you'll go back to being the mare no one cared about while everyone loved and worshipped your older sister." The cruel words exited the mouth of Nightmare Moon as persuasively and slickly began breaking down Luna's self-worth once more.

"Shut your mouth you cruel ignorant beast." Naruto roared as his emotions spiked. "I won't let you hurt her anymore." He said as a vast aura of bright violet chakra washed over the blond. 'There's enough, there's just enough of his chakra.' Naruto thought as his orange coat radiated a bright yellow sheen.

It Has Come to This (Erazor Djinn) - Sonic and the Secret Rings

The shadows that made Nightmare's Moon began to grow in surprise. It then came to life as it shot out several tendrils at the orange stallion.

Naruto quickly scooped up the surprised Luna into his front arms and leaped away from the attack. He landed and gently placed her down. "Are you alright?"

"Y-Yes."

"Don't worry; I won't let that thing hurt you." He said as he began concentrating. Hundreds upon hundreds of identical white smokes puffed into existence as an army of identical copies formed between them and Nightmare Moon.

Luna couldn't help but gaze in awe. What manner of magic was this? Even at their strongest with the Elements of Harmony the Alicorn sisters wouldn't have been able to make so many tangible copies of themselves.

"Your tricks are useless mortal!" Nightmare howled as the end of her hands split and formed into nightmarish claws, her mane becoming sharp like thorns and her teeth forming into fangs. She began bulldozing through the clones like they were plastic.

The creature let out a wide area blast of magic from her horn. She took to the sky as her the aura around her horn darkened.

Naruto charged forward calling his clones to him. Two clones came to a dead stop allowing Naruto and one of his clones to leap off their backs like foot stools. The two of them descended into the air as they soared at the flying creature. The clone took the original by the hooves and swung him with all his might.

Tucking himself into a ball Naruto soared at the creature with impressive speed, but it proved too slow as Nightmare Moon merely flew out of the way. She then charged after the blond with breakneck speed. Naruto landed only to narrowly miss his neck being torn out, the claws of the Alicorn slashing at his neck.

Naruto let out a gargled cry of pain as the sensation flooded through him. This was no normal mindscape dimension. Any physical injuries caused by that creature were going to prove fatal so he needed to be careful.

He found himself going on the defensive as the creature jabbed and slashed at him with near supersonic speed. The taste of copper filled his mouth and he found himself dazed. A pain coursed through him and Naruto had already figured it was some sort of magical attack.

His body skidded across the round with a few tumbles as he heard the nightmarish roar. He let out a blood fill coughed as he quickly recovered. Catching his opponent off guard he rammed into her with all his might. He gritted his teeth landing on his hands and knees as Nightmare Moon was momentarily off balance. He leaped again; head butting her again using the time to press the attack only for Nightmare Moon to sank her teeth into the flesh of his shoulder.

(Song End)

(Piano Collections FFXIII 01 - Lightning's Theme ~ Blinded By Light)

"No!" Luna's voice cried out as she drew upon whatever magic her small body contained and released it upon Nightmare Moon sending it flying, while dislodging its vice like grip on the blond's shoulder.

"Warrior!" Luna cried out to his, rushing to his side and helping him up. "W-We can't win. W-We can't beat her we have to run." She pleaded with him.

"I can't…" Naruto said in between pained breaths as he went about composing himself.

"Why is thee being so stubborn? Thy hath barely met us for a forth night. Why risk so much for me?" she didn't understand. Was it some misconstrued loyalty or honor he was raised with? Why was he risking his life to help her? At that moment Luna felt so ashamed and weak unable to follow her vow to help and protect one of her loyal subjects in need. "I…as your Princess I order you to go."

A weak smile formed on Naruto's face. "Then I have to disregard your order Princess Luna. I made a promise to help you and I never go back on my promises." He remarked as he steadied himself. Nightmare Moon radiated with a near soul crushing black darkness. The angelic like wings twisted and began to change shape into something more befitting of a demon.

"You're too weak Luuuuuuna. You can't even protect one pony. Is it any wonder your subjects so readily forgot you?" Luna was about to argue but then a memory flooded through her mind. It was Nightmare Moon's arrival and how no one seemed to recognize or know her name. "Your own sister even with about changing the history of the nation to disregard your existence." The creature taunted. Tears began pouring down from the Alicorn's eyes, sliding down her cheeks as she hung her head low. The darkness seemed to take great pleasure in reminding her how forgotten she had become. A memory of the past came to mind.

"Tia please…I had enough. Help me." She found herself unable to break out of this dream-like state. Why couldn't she wake up? Why couldn't she go back to Equestria?

"Foolish foal there is no going back. Your sister has locked you away forever within the body you governed."

"Liar…Tia would never do that!"

"Your sister has vanished you leaving you to rot while she rules Equestria."

No, this couldn't be true. There was no way that her sister would banish her! Her loving big sister would never do that to her.

"You're lying to yourself! You were a threat to her power! Her vision! An obstacle to remove!"

"Stop it! Thou's attempt to cause me to fall into an ardent manner will not work." It wasn't supposed to go like this. She just wanted the love and respect of their citizens. It was never supposed to go this out of hand. How did things go so wrong? How did they go wrong?

Images like painted scenes filled her mind. Of the beauty of the moon being ignored as everypony love and frolicked in the sun.

"It matters not Princess! Once we break free we shall show them the beauty of eternal night. "

There was no telling how long it would take. And because she had succumbed to the darkness in her heart she would probably never she those who meant the world to her again. "What… what've I done?"

"You chose the path to power. We will make them all fear and worship the night!"

With force neither thought was capable from the stallion Naruto disappeared from his place and in front of Nightmare Moon. The force of his hit sending the dark Alicorn flying down into the surface and causing a crater. "You make me sick parasite!" Luna found herself brought out of her daze. Nightmare Moon seemed to be once again trying to break her spirit.

"How dare you. I will take great pleasure in crushing you beneath my hoff!" roared the manifestation of darkness, quickly recovering from the attack. Before even getting a chance to begin the assault the dark Alicorn found herself launched into the air by a kick to the jaw. Naruto appeared behind her, gripping her in a bear hug. "Omote Renge!" they began spinning, forming a oval shaped or orange and black before Naruto jumped away, letting her collide with the ground. Thankfully while physical injury was real in this realm, things like exhaustion or such didn't seem to affect him.

(Song End)

(Demon Hunter Not Ready Die)

A near blinding aura of dark magic erupted from the crater from the last attack. Nightmare Moon had grown three times her size. Nightmare Moon then let out a mixture between a shriek and roar as thousands upon thousands of beams of magical energy began to bombard the blond.

The sound of Naruto's steps echoed across the ground echoed as he jumped and leaped out of the way avoiding the various beams. He quickly created clones which were quickly dispatched by the attack. With each every hand full of clones destroyed he was beginning to see a pattern to the creature's attack.

He slowly began making his way to the creature whose attacks continued to bombard him. He charged forward and attempted to Rasengan only for several beams to strike him and send him crashing to the ground.

Naruto began his assault again only this time channeling his element. His hands were encircled by little wisps of wind as he started dodging her assault. Hit directly by one of the blasts Naruto powered through it. Dropping on the ground, he put all his strength into his legs and jumped forward. Using his front legs he began delivering a barrage of punches to the opponent, and then finished with an uppercut, creating a large gust of wind throwing the evil Alicorn into the air.

Despite the attack the dark creature didn't have nary a scratch. A growl escaped Naruto's lips, but he didn't let that deter him. He continued pressing the attack, overwhelming her with thousands of clones and even following up with a wind infused Rasengan but no matter how much damaged he did the creature seemed to shake it off.

"It's hopeless!" Luna thought to herself. "Nightmare Moon isn't a tangible being. It has no true form and it can't be killed."

Naruto continued his attack. Maybe if he kept on attacking maybe the creature would spend its energy healing. He charged forward with a right hook only to hit air. 'I missed?' he pondered for a second. He then quickly spun and avoided a blast of energy as the creature attempted to bring her powerful fists down to crush his skull. Naruto twisted out of the way and swung with his left hoof only for the sound of swishing air to occur. 'No…how?' he thought as her fist collided with his side sending him flying.

Luna remembered her first encounter with the Nightmare. No matter how hard or how much she fought it didn't seem to matter. It just took all of her attacks without so much as a scratch.

(Song End)

(Heta Oni-A Sin a Sin)

As she watched Naruto try to stop it she couldn't take it anymore. "Stop! Stop it!" she landed in between the two. "No more! Thou wants me right? Then the treasure is right before thee on the grounds you leave thy warrior in peace." She wasn't going to stand by anymore. She would not let this brave soul die while she stood by, too cowardly to do anything.

"It is far too late Princess. You are too weak and broken to fight me off for much longer." Nightmare's voice was now decadently masculine and familiar.

"Don't give up Lunas!" Naruto pleaded as he pushed himself to his hooves. "This is your mind. That parasite is trying to make you think you're weaker than it is, but its not. Its been a thousand years and its failed to change you. You're stronger than it'll ever be." He encouraged her.

Luna's head bow in shame. "Tis my weakness that allowed this abomination to come to surface. This truly is thy penance and responsibility."

"No one is perfect Luna. Don't let this creature win." He pleaded with her. "If we let this thing win it'll be the end of everything. It'll be the end of all life on this planet and your sister. "

Suddenly another memory came to mind. One in regards to her youth long before she and Celestia were rulers.

It was a rather stormy night and Luna had just had a nightmare. A whimper had escaped her lips and terror coursed through her. She found herself unable to go back to sleep.

Every sound of creek sent spine tingling terror through her. The shapes that the looming shadows that seemed to litter her room caused nothing but unrest. She found herself unable to drift back to sleep. Without a second thought she dashed out of her room and into her sister's room next-door. When she woke her sister up she had tears streaming down her face.

"It's alright Luna." Using her wings Celestia had wiped the tears from her frightened sister's eyes. 'Why don't you sleep with me for the night? I'll keep you safe from the shadows.' That feeling, Luna gripped to that feeling. That wonderful feeling of having Celestia as a big sister.

Luna suddenly found herself enveloped by a warm light. She let out a gasp as she recognized where she was. The palace? But how?

She began looking around until she recognized the sound of something. "Tia?" she got closer and indeed recognized the voice of her sister. "Tia. TIA!" she found her sister standing on the balcony, the moon high in the sky.

"If only I tried harder. Maybe you'd be here with me now." Celestia spoke to herself, peering up into the heavens.

"Tia," Luna called out to her, reaching to touch her sister only to go right through her. What was going on?

"I remember when our parents first brought you home. You were the most adorable little foal. You were so energetic you almost always tipped over. I was so nervous that you wouldn't like me." A solemn laugh escaped the lips of the princess. "But when you immediately tittle over and hugged by my face all my fears subsided."

Luna now realized what was happening. This was a memory. When Nightmare Moon trapped Celestia and began draining her power, did that somehow connect them? Or did the bond they used to share with the Elements had something to do with it.

"Do you remember when you first try to pronounce my name? The only eligible part was Tia." She was remembering happier times. "I failed you Luna. As your big sister I was supposed to look after and protect you. I was so naïve back then. Remember when we were heralded as Princesses and our defeat over Discord, the love and admiration of so many ponies. Remember when we banished Sombra? Every time we accomplished something great I felt so proud that I began to lose sight of what gave me inspiration in the first place.

I remember that day I was first tasked to raise the Sun. I was so nervous, but then you came running up to me. I remember your words clearly. "Tia I hope to grow up to be like you some day." Her lips curved into a brief smile. "As long as you were there to support me I felt like I could do anything. I let my ego as the older and wiser sister get the best of me. I mistook your concerns and loneliness as mere overreactions. Because I failed to take your concerns seriously I may have lost you forever. " sorrow then etched onto the face of the Alicorn of the Sun. "I failed you baby sister." Tears began to flow from the Alicorn's eyes. "Not a night doesn't go by when I think of my failure and how much you must have been suffering. Only now when it is too late I wish to act like your big sister." Her words were now angry, but they were directed at herself. "Luna….sister…if I could have one more chance I'd do it all over again. I'd never abandon you. It isn't fair!" she suddenly wailed. "That you have to suffer for my failures." She whispered. "I know I don't have any right to ask you this, but can you ever find it in your heart to forgive me?"

"Sister…I'm the one who should apologize. I shouldn't have been so quick to throw away our bond. I…I won't let this thing win. I won't let it do what it pleases anymore." A new surge of power coursed through Princess Luna.

(Song END)

(Gohan's Anger Rage Hip-Hop Beat Remix )

Nightmare Moon's wings spread and her hands and horn glowed. "This is the end of you mettlesome creature." The evil Alicorn bared its fang as it bared her horn at Naruto.

An explosion of dark, yet benevolent energy drew the attention of both combatants. They turned as Princess Luna underwent a transformation. Her light azure mane transformed into a brilliant Persian blue color. Her light phthalo coat was now a deep cerulean color and what was once a little girl now stood a goddess of a woman in blue shimmering gown painted with white sparks reminiscent of the sun.

"Nightmare Moon, Thou shall no longer do as you anymore. We will end of your tyranny and banishing thee to the darkest depths of the Underworld."

"Luuuuuuuuuna." The creature wailed as it shot towards her, temporarily forgetting about Naruto. The dark woman soon found itself sent hurling back by the might of the Moon Princess. Luna landed next to Naruto who was in awe by the transformation.

"Brave warrior, we thank you. Let us kick this abhorrent abomination from my mind." Luna could feel herself once more taking control of her power. Control over her mind. After all one of her domains was that of the realm of dreams and now that she was now crippled by fear and despair Luna had the power to free Naruto from the current restrictions of the plain as well as rendering Nightmare Moon without a source of negative emotion to feed on.

Naruto found himself blanketing in an even bright gold aura. "It is about time the connection has been reestablished." A familiar voice spoke. "You somehow managed to find yourself in trouble in a world where peace is supposed to reign. You truly are a magnet for danger."

A grin formed on Naruto's face. 'We'll have to play catch-up later Kurama. We got one ugly parasitic monster ass to kick!" 'Naruto not only once more called upon his most familiar form he went a step further changing into something more befitting to his current form with resulted in him being blessed him with wings to fly and a horn to channel his power.

The two of them took to the sky with a mighty flap of their wings. Nightmare Moon let out a snarl but would not be deter by this new development. She took to the air after them, with the intent to destroy them once and for all.


	14. Showdown Against Nightmare Finale!!

**Summary for the Chapter:**

> The final battle against Nightmare Moon commences as battles wage in both the physical world and in the mind of Princess Luna.

Equestrian Heroes

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Naruto x ?

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Story Start

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“I hope you’ll be ready to fight when the time comes.” Twilight found herself jarred out of her thoughts. The group was continuing their journey in the forest. “There’s no telling what waits for us at the end of this journey.”

Twilight couldn’t help but notice how virtually fearless the orange pony was. She couldn’t help but wonder if he was just naturally that brave or was just plain reckless. “Once we get the elements everything will work out.”

“And if we’re beaten to them?” Naruto countered her statement.

“We have to get the elements at all costs. We cannot afford to fail.”

Naruto couldn’t help but smile, this unicorn seemed to be mighty stubborn. “Just remember that no matter what happens we got your back. Just have fate in us. As long as we’re able to fight we won’t lose.”

 

As quick as that memory came another one soon replaced it and it was that of Twilight with Celestia in a secret training room.

“Princess, I don’t understand.” Twilight remarked as they stood in the center of the vast hall. For a room so large it was devoid of anything. No armor, no weapons mounted on the walls or even any scriptures.

“There will be a time Twilight where you might find yourself on your own and be forced to defend yourself. As such I will be teaching you how to use your magic in the use of both offensive and defensive combat magic. They will work quite well with the invisibility spell you seem quite fund of using to sneak into the library when you were younger.”

Speechless, Twilight cheeks could only burn red at this little tidbit. She didn’t understand why the princess thought she would need to learn such spells, but she would not let her down.

 

The memory came to an end as Twilight was staring up at her executioner.

“Now you shall perish like the others who dare stand against me.”

‘Mom, Dad, Brother, Princess…everypony…if I don’t do something then it’ll be the end of everypony.’ Twilight thought as a new found power surged through her and in a flash of pale orchid aura she teleported away from the blast. The force of Nightmare Moon’s blast shattered the ground where Twilight once stood.

“What!?” Nightmare Moon roared only for Twilight to appear back in place.

Twilight’s horns glowed as her hands radiated with magical power. Taking aim she fired an intense orchard beam of magic that coursed through the air. The beam collided with Nightmare Moon, knocking her off her hooves and to the other side of the room.

“Fool! YOU DARE TO CHALLENGE ME!?” Nightmare Moon roared as she fired a blast of her own only for Twilight to quickly counter and toss up her hands to project a barrier to protect against the powerful blast. It held long enough for the Unicorn to dodge and to fire another blast that the Alicorn narrowly dodged. She quickly recovered and dashed towards the unicorn attempting to stomp her only for her opponent to teleport again.

Twilight landed on the other side of the roof and let out a huff. She needed to find a way to temporarily stun Nightmare Moon long enough to ignite that spark to get the elements to work.

Nightmare Moon charged at Twilight, her hands glowing with magic as her next spell was about to be cast. Twilight avoided just in time as the spot she was on left black scorching marks that resulted from the blast. "Teleportation again? You can’t outrun me forever Foal.” Extending her shadow the tendrils began shooting towards wherever their master commanded.

Twilight found herself narrowly avoiding each close shave. Every time it seemed that one of the dark Alicorn attack’s was about to close in on her she managed to stay one step ahead. Every so often Twilight would shoot a beam of magic that Nightmare Moon would defend against and those brief seconds was all Twilight needed to avoid the attacks.

She couldn't lose this fight. She lost here then Equestria would be forever doomed to this madmare's control. An image floated through her mind. The warmth of the sun. The green of the world. An image of what she was fighting for coursed through her mind.

 

With every usage Twilight assessed every attack that was sent her way. She would analyze the method of attack, speed, and the angles that Nightmare Moon was sending at her.

Maneuvering around the Alicorn she fired a blast to which Nightmare Moon deflected. Once more Twilight charged as Nightmare Moon used her magic, this time manipulating the structure of the ground, breaking it into chunks and hurling them at Twilight only for Twilight to concentrate her magic in a quick and concentrated burst concussive burst sending her up and above the Alicorn.

She quickly charged up her power again and fired a direct shot upon the Alicorn. Twilight landed far away from the Dark Alicorn panting heavily. Despite her magical prowess she was not one built for physical endurance or stamina.

The heavy magical blast created a crater that seemed to continue far down into the lower layers of the castle. Twilight turned her attention back to the five elements. Using her magic she levitated the five elements in the air.

Honesty.

Generosity.

Loyalty.

Laughter.

Kindness.

‘Come on…come on’ she silently pleaded as she waited for that spark. Once the spark would occur then Nightmare Moon would be defeated once and for all.

 

Meanwhile Princess Luna and Naruto continued to battle against Nightmare Moon on the inside. The two of them galloped across the widespread battleground as the beast fired multiple streams of magical blast.

Luna retaliated by shooting a dozen magical shots into Nightmare Moon's eyes, Naruto took this to fly up and slammed into her, but when his body made contact it was like slamming into a brick wall.

Before Luna could react, strands of Nightmare’s hair solidified and attacked the dark Alicorn sending her flying back. Nightmare Moon soared high into the sky as it readied to fire a beam of energy from its mouth. Luna knew if she was to survive this attack she'd have to shoot back the attack at point blank range, just as Nightmare unleashed her attack Luna fired a charged ball of energy into Nightmare's mouth! The sheer backlash of the attack forcibly sent Luna into the ground below, yet Nightmare Moon still didn't have a scratch on her!

Naruto body flickered between them, and slammed his hands into the ground causing several earth dragons to erupt from the ground and attacked the Nightmare creation. Despite the force of the attack the Nightmare once more recovered.

“Fools! Your senseless struggle only delays the inevitable!” the shadow creature remarked sending a massive shock wave causing Naruto and Luna to be sent hurtling back. The two of them quickly recovered.

 

Luna was the first to charge Nightmare Moon. They’re beams clashed with even more force than before! Again and again, powerful beams radiated from both dark Alicorns. The force of their last blasts caused an aftershock throughout the entire plain.

"How can you even hope to beat me? I am power incarnate. I am pure darkness.”

Just as Nightmare Moon was about to attack Luna, Naruto soared past with blinding speed and jabbed a fist full of magic into the left eye of the creature. It left out an otherworldly wail as the blonde was dislodged and sent flying when the creature snapped its head back in response.

Like before the injury was healed, but this time it wasn’t a matter of seconds before the wound was healed. “ Luna her ability to heal seems to be weakening. We need to hit her hard and fast enough consecutively so we can dead lock her into using all her power to heal.”

“Then allow me.” Luna said as cracks began to form under Nightmare Moon. A violet and black orb appeared between the ground and the creature. It then dispersed into electrical like pulses and the creature was soon crushed into the ground by a powerful force. Sure enough the princess had called upon the power of gravity itself to keep the beast at bay.

Naruto took the opportunity to begin calling upon as much power as he could. Since the creature was no longer able to feed on Luna’s emotions than it lost its means to remain an invincible mental plague.

Once more instinct took over and Naruto fired the attack out of his makeshift horn. The attacked impacted and it exploded into a destructive cyclone that rendered much of the ground below a crater.

 

Back in the waking world Twilight tried with all of her might to get the Elements to work. Nightmare Moon recovered from the pit to see the five Elements glowing and encircling Twilight. “No!” she shrieked as the Elements began to power up only for the glow to fade and the five elements to lifelessly drop to the ground and shatter.

Twilight Sparkle gasped as she was overcome with confusion. She looked down at the remains of the elements closest to her. “But…where’s the sixth Element?” she didn’t understand. What happened?

Nightmare Moon laughed malignantly as she felt her victory was now secured. “You little foal! Thinking you could defeat me? Now you will never see your princess, or your sun! The night will last forever!”

‘I…I failed.’ Twilight thought before she found herself blasted across the room by Nightmare Moon’s magic. Pain. Searing and relentless pain coursed through her as she landed on the ground. ‘Move…I got to move.’ She thought as her body refused to listen. Twilight could only watch in terror as Nightmare Moon moved closer.

Nightmare Moon gave paused when she found herself erected a barrier to stop as assortment of weapons flung at her. To her displeasure the five ponies she told her troops to capture had made their way. ‘Worthless peons must I do everything myself?’

Twilight suddenly found herself bombarded by a series of statements.

“Ya alright Sugarcube?”

“I’m g-glad w-we got here just in time.”

“What did she do to you?”

“We got here as soon as we could.”

“You’re going to be okay right?”

Twilight couldn’t believe it. They came. They really did and by the condition they were in they looked like hell. Bruises, cuts, scrapes, and patches of dried up blood. The condition of their outfits was caked with grime as well as well as foliage from the forest. They could have left. They could have abandoned her, but they didn’t. For a moment she wanted to rationalize they were here to see if the Elements were acquired because they were the only things capable of stopping Nightmare Moon, but their concern for her squashed that little theory.

Had Spike been right? Had Naruto been right?

“I suppose this saves me time,” Nightmare Moon began talking as her voice was filled with smug overtones. “I’ll eliminate all six of you at once.”

Suddenly the others mares went from comforting Twilight to going serious. The transition was almost frightening.

“Ya took from me a pony ah considered kin and ah won’t stop til ah you’ve been taken down.” Applejack remarked as she tipped her hat back.

“You took my bro from me and I won’t stop til your flank is stomped into paste.” Rainbow Dash remarked as her wings extended and adjusted themselves in a threatening matter.

“You are more than mean you are just plain cruel. I don’t like being mean to other ponies, but just this one time I’ll make an exception.” Pinkie Pie moved into a fighting stance for the purpose of doing harm for the first time in a long time.

“You took one of my dearest friends from me. Just this one time I will drop being a lady and make you regret ever coming into our town. “ Rarity telekinetic-ally drew back the weapons she hurled earlier.

“I will not run. You took my friend and because of that I will fight to stop you from hurting anypony else.” Without a stammer or pause even Fluttershy was ready to fight.

They charged attacking Nightmare Moon with everything they had. The Nightmare easily blocked the blades Rarity hurled at her with her barrier before firing a blast of magic from her hand sending the Unicorn flying back.

Rainbow Dash was upon the Alicorn in an instant and swung with all of her might with her good arm only for her to miss. She was stunned for a moment only for Nightmare Moon’s taunting laughter served to further infuriate her. “Shut the buck up!” Rainbow Dash screamed as punch by punch was easily dodged by her opponent.

Nightmare Moon appeared by Rainbow Dash in a flash, a ball of magic in her hand and pressed into Dash’s gut. “Looks like you can’t keep up with my speed!” she whispered in the Pegasus ear before blasting her and sending her flying.

“STOP! HOW DARE YOU DO THAT TO MY FRIENDS!” Fluttershy snapped as she hit Nightmare Moon with the full force of her stare.

Nightmare Moon angrily let out a hiss and threw back her arm, hitting the mare with a wave of dark magic sending her flying back. “The power of Penance stare. To think one such as yourself has it.”

With a yell befitting of a wild Pinkie Pie began to charge. Nightmare Moon fired a wave of magical spheres that Pinkie Pie leaped and dodged over. Leaping forward Pinkie Pie curled back her arm and threw a punch only for her first to meet a barrier. She then let out a wail as the barrier blasted her backwards.

Applejack attacked with everything she had, but her strength proved to be ineffective as Nightmare moon countered the mare’s strength with her own, causing cracks in the floor. Like the others she was simply hurled back by the mighty Alicorn’s power.

Nightmare Moon than began gathering power in her right hand. A black sphere the size of a head slowly grew as a malevolent mauve energy radiated from it along with lilac and chrome energy sparkles. She trained her eyes on the crumple heap of defeated mares. It seemed like such a waste. Less subjects to worship her greatness, but they could not be allowed to live. “And with this last act I will rule over this planet as its Queen.”

“No…” Twilight whispered as she pushed herself to her feet. They were going to die. “No…” Twilight cried out as an intense pain filled her chest. “I won’t…”

"Applejack! What do I do?" A panicked Twilight cried out as she could feel herself slipping. The chocked sob did not escape Applejacks notice did notice as she tried her best to pull Twilight up, but it felt like something was slowly draining her of her strength. What should have been Child splay for someone like Applejack to easily hoist Twilight up was proving a considerable challenge and if something wasn’t done soon they were both going to tumble over. She glanced over the side and then realized what needed to be done.

As calmly as she could Applejack told the unicorn two simple words. “Let go.”

Panicked spread in Twilight’s eyes as she gave the other mare an incredulous look as she wondered if she misheard her. The determined look in Applejack’s eyes assured Twilight that her hearing was functioning correctly. "Are you crazy?" Twilight cried out as she lost any semblance of her usual composure.

"No ah ain't. Ah promise you'll be safe." Applejack told her earnestly. She could see the Unicorn was filled with doubts and was scared.

"That's not true!" she didn’t want to die. She had so much to live for. She couldn’t let go. She was too scared. How could this Applejack ask her to let go?

"Now listen here. What ah'm sayin' to you is the honest truth. Let go, and you'll be safe." Applejack insured her again as warmly as she could. “This ledge won’t hold for long. Just trust me ah wouldn’t steer you wrong.”

“…let…”

"How did you know about the spell?” Twilight asked, in awe of whatever it was Fluttershy had done. 

"I didn't at first, not until he got closer and I saw his eyes. Sometimes we all just need to be show some understanding and a little kindness." Fluttershy responded. After hearing this, Twilight smiled.

“…you…”

"Pinkie Pie, what are you doing?! Get away from that thing." Twilight shouted at her.

“There’s nothing to be afraid of.” Pinkie cheerfully remarked. “When I was a little filly and scared of darkness and shadows my Granny, Granny Pie told me that being afraid and hiding wasn’t the way to deal with your fears. You gotta stand up tall and learn to face your fears. You'll see that they can't hurt you and just laugh to make them disappear." She remarked as she continued making faces and laughing.

“…hurt…”

"Oh, Rarity, your beautiful tail..." Twilight softly remark in awe of her fellow Unicorn’s sacrifice in the form of her tail. Of everything Twilight had witnessed of the mare she seemed practically obsessed with cleanliness, being proper, and faction. The fact she was willing to sacrifice her tail like that was one of the most generous things Twilight had ever seen.

"Oh its fine, my dear. Short tails are in this season. Besides, it'll grow back." Despite the brave face the unicorn was putting, it was obvious it took a lot from her to do something like that.

“…them...”

“I appreciate the offer and all, but I had to make the choice of leaving my childhood friend behind to continue this quest. I could never forgive myself if I turned my back on her and made that sacrifice meaningless. So I’m going to have to say no.” The Shadowbolts then disappeared. Indeed finding additional rope Rainbow fixed the path allowing Naruto and Rainbow to walk over the gorge as they approached the ruins.

 

''...die!"

At that moment something triggered within Twilight. Her power exploded in a way she hadn’t felt since the day she got her Cutie Mark. She focused that raw and powerful magic and blasted Nightmare Moon.

The attack was so powerful that it tore through the barrier that Nightmare Moon erected and sending her crashing through one of the walls.

Twilight stumbled forward, catching herself as she let out a tired breath. She began walking over to the others who began to recover. “Thank goodness…you’re all okay.”

“Whoa Twilight, that was pretty bad flank. Remind me never to get on your bad side,” Rainbow joked with a weak chuckle. The others murmured similar light hearted sentiments. The dark grew stale and cold as a furious Nightmare Moon teleported back into the room.

“You truly are a fool. I was going to make your death quick, but now I’ll truly make you suffer. This battle was over the moment the Elements shattered yet you continue to prolong the inevitable.”

At that moment Twilight had an epiphany. The answer had been staring her in the face the whole time and she hadn’t seen it until now. She…she would not give up. “It’s not over. You think you can destroy The Elements of Harmony just like that? Well, you're wrong; because the spirits of The Elements of Harmony are right here in these ponies.” The shards of the five elements began to glow with new life and surround the five ponies. The five looked at the phenomenon in Awe.

“Applejack, who reassured me when I was in doubt, represents the spirit of... honesty!” The element reconstituted. The element of Honesty now resided on the farm mare’s neck in the shape of a gold necklace with an orange and green apple-shaped gem.

“Fluttershy, who tamed the Manticore with her compassion, represents the spirit of... kindness!” once more the Element manifested into a gold necklace but with a pink butterfly-shaped gem, shaped similarly to her cutie mark which suited the animal talker.

This time it was now the Pony of Laughter. “Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of... laughter!” her shape was that of a blue balloon-shaped gem that looks similar to her cutie mark.

“Rarity, who calmed a sorrowful serpent with a meaningful gift represents the spirit of... generosity!” the proper pony’s gold necklace contained a purple diamond-shaped gem, similar to her cutie mark.

“And Rainbow Dash, who could not abandon her friends for her own heart's desire represents the spirit of... loyalty!” And who could forget the boisterous flier whose element manifested as a gold necklace with a red thunderbolt-shaped gem, similar to her cutie mark.

“The spirits of these five ponies got us through not only your forces but every challenge you threw at us. Thanks to them and another friend of mine I finally realized the truth behind the elements.”

“You fool I have long known the identity of these bearers; you still fight a fruitless battle without the Sixth Element. You’re attempt at a spark did not work!” Nightmare Moon cried out in frustration, hunting for her only solution to her own dreaded nightmare.

Confident Twilight Sparkle continued. “But it did! A different kind of spark. I felt it the very moment I realized when I was about to lose them. The moment I realized I cared about my friends. The spark ignited inside me when I realized that the ponies I met and that traveled with me here this night are my friends. Hence how I discovered the secret that recreates the sixth element, ignited by the spark that resides in all of us…the element of... magic!” At long last the lost sixth element manifested itself as a gold tiara with a set of oval-shaped sapphires and a magenta star-shaped gem, similar to Twilight’s cutie mark. It rested upon her head and with that the Elements activated.

The power of the six combined into a rainbow of sorts. The power coursed through the air and began making its way towards the Alicorn.

“I WON’T BE DEFEATED BY THE LIKES OF YOU!” Nightmare Moon lost all semblance of control and fired all the power she could muster at the beam. The two forces dead locked for a moment before the Alicorn’s beam was slowly being driven back.

Back within the recesses of Luna’s mind Nightmare Moon emerged from the crater sporting wounds for the first time since the battle begun. Before he could continue the attack Nightmare Moon materialized large spheres of water before her. They soon materialized into spheres of ice shaped into javelins and were hurled at the blond.

Naruto flew back, maneuvering out of the way out of the javelins that soon exploded into splinters. Before he could react he found himself shielded by a barrier. While simultaneously shielding Naruto the Alicorn rammed into Nightmare Moon.

Before the creature could attack Naruto dropped down, slamming into its head with his hooves shattering the helmet. He jumped back as the Princess fired another beam of magic sending the evil Alicorn crashing back. Nightmare Moon soon exploded with power.

“I will not be defeated by the likes of you wretches!” The power the Alicorn was summoning began to expand, growing and growing until it began to dwarf even its master in size. An attack of that size would wipe all of them out.

“Luna you have to finish her now!” Naruto shouted as he flashed over to her side. “The only way to win a battle of the mind is for that person to overcome their demons once and for all.”

“We don’t know if we have the power.” Nightmare Moon was as every bit as powerful as she was if not more.

“Then I’ll help you.” Like that day during the war Naruto transferred some of his chakra to Princess Luna. The Princess found herself enveloped by a warm yet powerful golden glow.

Teeming with power the Princess called upon deepest recess of her magic. And in one single blast the power fired at the tainted Alicorn quickly overwhelmed the creature.

“I will…never…fade…”

And with that the creature then faded out of existence. Back on the outside the Elements won the beam struggle. The massive double rainbow swirled around Nightmare Moon like a tornado, before engulfing the entire room in a bright light.

When the light faded, the six Element bearers were sprawled out upon the floor. As they began conversing with one another, Naruto materialized out of a faint white light. “Uugh, felt like I tanked a world Rasengan to the face.” He groaned as he fell to his hands and feet.

 

“Naruto!” five happy cries echoed followed by a group glomp. Naruto let out a whinny of pain as he found himself tackled to the ground.

“I’m so glad you’re alright.” 

“Ya alright Sugarcube?”

“I knew my bro was tougher than that.”

“I’m so happy you’re alive! I’m so going to throw you ‘really glad you weren’t swallowed up by Nightmare Moon’s evil darkness party.”

“Oh darling you gave me quite a fright don’t you ever do that again.”

Twilight looked upon the scene with a smile on her face. She didn’t know how, but despite the mare’s assurance that the stallion was gone she somehow felt in her heart that wasn’t the case.

“I’m fine…let me breath please.” Naruto pleaded before they finally let the blond up. The smoke cleared only to reveal the form of Luna and a crystal. The crystal soon shattered and faded away, the wind carrying the powder to parts unknown.

Suddenly the brightness of the Sun’s glow drew his attention. He looked on in surprise at the newest arrival. It was none other than the Princess of the Sun herself Celestia. The ponies bowed in reverence of the new arrival, while Twilight ran up to her and happily hugged the ruler, overcome with so much emotion that any thought of decorum flew out the window to which the taller mare returned the gesture. “Twilight Sparkle, my faithful student I knew you could do it. “

Twilight seemed stunned at this revelation. “Princes…you…you made it seem like it was an old fairy tale. Nightmare Moon’s returning…why?”

“I told you that you needed to make some friends, nothing more. I saw the signs of Nightmare Moon's return and I knew it was you who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart. Which never would have happened if you were approaching it like a mission, your feelings wouldn’t have been genuine. Now I hope another as well will be ready to open her heart.” Celestia turned her attention to Luna. “Princess Luna!”

The princess of night that stood opposite of Celestia looked hardly over the age or twelve or thirteen. It was obvious the Elements purging her of her darkness caused this effect. The Svelete alicorn had the makings of an early bloomer at that age with the same gown she wore in the Mindscape except reaching to above her knees instead of at her ankles. The way her ears held low and her expression the shame that the younger Alicorn held on to was obvious.

“It has been a thousand years sister. I’ve waited so long to say this.” Luna seemed to seize up as to brace herself for her sister’s wrath. “I’m sorry.” Luna seemed stunned silence. Despite remembering the memory she saw during the battle reminding her of their sisterly bond she felt and believe what was going to happen in the real world would be anything but that. “I failed to be there for you and because of my mistakes you had to suffer for a thousand years. No matter our differences we are family and we should never let anything tear us apart. Its time to put our differences behind us. We were meant to rule together, little sister. Will you accept my friendship?"

"I'm so sorry!" She ran up and threw her arms around Celestia, more happy tears running down her face, "I missed you so much, big sister!"

 

Celestia began to tear up as well, "I've missed you, too."

The group made their journey out of the old castle where the able body soldiers from the guard had gathered. General Esteem and Shine Spark were there to greet their majesty.

The guard troopers naturally went on guard at the sight of the new Alicorn. Celestia picked upon it immediately, followed by Naruto and then Twilight. Princess Luna features were too similar to Nightmare Moon to ignore, including the fact that the symbol of her cutie mark was branded on the side of the dress.

“Stand down, my little ponies,” Celestia stated, putting a comforting wing over the back of smaller, somewhat startled Alicorn next to her.

“You heard her majesty! Stand down!” General Esteem’s deep voice boomed across a great distance. The soldiers didn’t need to be told twice.

“This is a momentous day,” Celestia announced, a certain joy in her voice that her subject couldn’t remember having ever heard before. “My sister, Princess Luna, the Princess of the Night has returned!”

The citizens of Ponyille began to cheer and celebrate the return of their Princess. News began to spread around fast as members of the Pegasi guard began sending emergency messages to the nearby towns.

A scroll was sent to Canterlot to get in contact with Celestia’s personal assistant Raven within instructions to send Celestia’s emergency communication crystal so she could get in contact with mayors and council of Equestria’s major cities to check up on the condition of the cities.

Many of the renegades and thugs that had joined under Nightmare Moon had been apprehended and jailed with a great deal of them having escaped and gone into hiding. There were also the unfortunate consequences of many causalities, injuries, and property damage that would take weeks if not months to sort out.

Though as callous as it was, Celestia decided for right now she would allow the council she formed to handle such matters handle it for the time being before she began to personally look into the matter herself. She knew she was being selfish, but her long lost baby sister had returned and she dared not repeat the same mistakes that drove Luna away in the first place.

Things were beginning to settle in Ponyville with a new celebration under way. The Summer Sun Festival itself was postponed in favor of what was going to be the first of many celebrations held for Princess Luna welcoming her return. Despite the smiles her subject put on before her Celestia was no fool. Being a ruler for as long as she had been gave her ample opportunities to see darkness that most ponies would go their whole lives through with only a mere glance.

The actions of Nightmare Moon were not going to be without consequences. Whether it is the result of loved ones lost or one’s livelihoods ruined by the missing sun it would be quite some time until things were going to find a semblance of normalcy again. The only thing she could do was ease the process for both her subjects and her sister.

Celestia was stirred from her thoughts as her faithful student Twilight Sparkle approached her. She smiled at Twilight as she approached.

“Hello, Twilight,” Celestia said. She gestured at the mug in her hands. “Tell Applejack that this is this cider of hers is simply delightful. I must remember to send for a few orders of barrel.” 

“I’ll be sure to do so Princess,” Twilight said, sitting down next to her. “So, where is Princess Luna?" she asked as she peered across the room.

Celestia pointed out to a space far away from the crowds, and Twilight soon spotted Princess Luna and Naruto conversing in a corner. Princess Luna wore a shy smile as their attention was drawn by a shouting Pinkie Pie.

The mare strolled over and wrapped her arms around the two and dragged them onto the dance floor. They were soon surrounded by a bunch of ponies and Luna’s expression morphed into one of pure joy. "I'm so glad that she's enjoying herself," Celestia said. "I was worried about how everypony would react to her, knowing who she once was."

"This town is pretty accepting of newcomers," Twilight said. "I know that first-hand."

Celestia looked at her apprentice, noticing the almost wistful look on Twilight's face. "Is there something wrong, Twilight?" She asked. "You seem troubled. Are you not happy that your quest is complete and you can return to your studies in Canterlot?”

Twilight turned to speak up as she inquired a war going on within her heart. “That's just it. Just when I finally learned how wonderful it is to have friends, I have to leave them.” Twilight did her best to suppress her sadness, but was failing to do so. She wanted to get to know all of them more.

A warm motherly smile formed on Princess Celestia’s face as she made a decision. Celestia called out to Spike from the crowd and ask one of the guards if they could bring a scroll and quill. “Spike, take a note, please. I, Princess Celestia, hereby decree that the unicorn Twilight shall take on a new mission for Equestria. She will be studying the nature of the magic of friendship by gaining a better understanding of the virtues of Honesty, Loyalty, Kindness, Generosity, and Laughter. A mission she can only complete from Ponyville to which she will be relocating to until further notice.” That resulted in a sudden rich cheer erupting forth from the gathered crowds, delighted at the prospect of the mare living among them for some time to come. “I'll be expecting you to send me regular reports on your findings via dragonfire, of course.”

“Once a week. I promise.” Twilight answered delighted. With that the celebration continued.


	15. Visiting the Lunar Princess!

**Summary for the Chapter:**

> In which Naruto pays Luna a visit.

Equestrian Heroes

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Naruto x ?

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A few days had passed since the Nightmare Moon incident and Ponyville was getting back to some semblance of being normal. The citizens of the small down had been rather busy cleaning up and repairing all the structures that had been damaged during the incident. Many of the business owners would find themselves swamped with paper work and having to adjust their schedules while others who were in the work field of carpentry and such found themselves earning profit thanks to increase demand of tools and materials needed for repairs.

Naruto woke up with a stir and yawned, still exhausted from last night's events. For the past few days he found himself running ragged to assist the Elements with their new found celebrity status. With the exception of Twilight who was in Canterlot gathering her things for her move into the town the other elements had found themselves being swamped by the town's people. While ponies like Rarity and Pinkie Pie were thrilled, the former because of the attention it gave to her business and Pinkie Pie because she was well, Pinkie Pie and enjoyed hanging out and having fun with just everypony it was great.

Rainbow Dash out of all of them probably loved it the most. The reason was easy to note seeing that the two got along pretty great due to how well they related to each other in many matters. It had to deal with her self-esteem and near egotistical bravado. While a lot of ponies in town saw a lean and defined Pegasus athlete it took either a Pegasus or someone who understood Pegasus to understand that Rainbow's massive wings and shorter than normal Pegasus stature set her apart from the norm.

Applejack was in the middle, enjoying the interest because it meant better business for the farm while also hating because most of them only either gawked, took her attention away from her duties on the farm or pestered her about something or another she didn't care about.

The one pony who wasn't absolutely thrilled about it was of course was Fluttershy. Her crippling shyness and nice nature made it impossible for her to shoo ponies away resulting in one or more of the elements and even in some cases Naruto having to drive away the vultures. It didn't help that a lot of new comers were clueless to Fluttershy's sensitivity issues so that had been a whole issue in itself.

As he finished getting ready for the morning a knock on the door gained his attention. He opened the door where two armed royal guards were at his door. "Is there something I can help you with today gentlecoats?"

"You are the stallion known as Naruto correct?" The guard on the right asked him. He was slightly taller than Naruto with an ash gray coat and jet black mane and ocean blue eyes.

"Yes I'm Naruto."

This time the guard on the left spoke. His coat was that of a deep honey color with sky blue eyes and a grey mane with bangs hanging just above his eyes.

"You've been summoned for an audience with her majesty, Princess Celestia. We've been ordered to escort you to the castle immediately."

"Very well just let me lock up." Naruto answered them, repressing a sigh. Once his home was locked up the blond got in the chariot. Naruto took the opportunity to simply take in the control side as they traveled. Before he knew it they had arrived on the castle grounds. After exiting the chariot Naruto began making his way towards the castle. He was already quite familiar with the layout of the castle.

The guards led him to where the Princess was waiting.

"Yes?" Celestia's voice called out from the other side called out.

"Your highness. We have brought Naruto to you as ordered. "One of the guards responded.

"Thank you. Please send him in."

"Yes your highness." The two guards pushed the door open to allow Naruto in.

"Thank you both for your service. I will be speaking with Naruto privately so I ask you return to your post of standing at the door." She said to the guards.

"Yes your highness!" the two of them responded as the doors behind them locked.

"Good morning Princess Celestia," Naruto greeted her with a bow.

Celestia let out a soft sigh, knowing that it was pointless to ask the blond not to refer to her by her title. "A good morning to you as well Naruto." She greeted him as she led the blond to her desk. The blond took the seat opposite of her desk. Celestia offered him some tea to which Naruto kindly rebuffed. " I take it Ponyville has been able to recover these past few days?"

"Indeed, it's been quite exhausting as I've basically had to play body guard for some of the bearers because of their new found popularity. I thought today was going to be my day off, but alas it seems like her majesty requires my services."

Celestia could only smile at Naruto's playful banter. "I am indeed in need of your services so to speak. I will cut to the chase. It has to deal with my sister Luna who has plenty of good things to say about you. What I have to ask of you is important to me and you have the right not to go along with it. If you wish to leave after we talk, I will think nothing less of you."

"I'll keep that in mind. How is Princess Luna by the way?"

A solemn look formed on Celestia's face. "That is what I wish to talk with you about. Ever since we left Ponyville my attempts to get Luna reintegrate into modern society have been less than ideal. I was hoping that my subjects would be more understanding, but many of them fear her with some of them barely able to contain their own hostility. I knew after the incident it was going to be a long and rough period of adjustment and I fear for her mental stability if this goes on. Between dealing with the other species pulled into the incident a few days ago, going through the process of reinstating the Diarchy and dealing with the fallout of the criminals released and all the property damage I have not been able to spend as much time with my sister as I wished. This is why I called you here this day. She needs a friend. She needs someone who will be there for her and doesn't see her as Nightmare Moon, someone who will not see her as a tool and as I mentioned before she has spoken positively of you. So I ask of you, are you willing to be her friend?"

"I'm surprised you're even asking me that. I already consider Luna my friend." He said as Celestia flashed him a warm smile.

"I am glad to hear that. I will be sending the missive out to the staff to allow you access throughout the main floor. My sister is located in the southern wing to the castle that was once restricted." After Celestia finished giving the rest of the instructions to where Luna was the two bid each other farewell.

To Naruto's luck he stumbled upon Princess Luna walking down the same hallway on the way to her bedroom.

"Savior Naruto, is it thee?" the princess spoke up as she walked between the guards with a smile on her face. "By the luck of the stars it is! Tis a great pleasure for Us to see thee again! What brings you to Canterlot?"

"Hey there Princess Luna, I actually just got finished talking with Princess Celestia about some concerns she had. She mentioned you were living in the Southern part of the castle so I'd thought I stop by."

"And thou wished to visit Us!" she exclaimed she exclaimed with utter excitement. It was almost impossible to relay how old Princess Luna was supposed to be and to what she looked like now. The excitement that she showed was utterly adorable. "Excellent! We shall retire to my quarters and partake of some confections."

She turned to the guards and smiled. "Aquarius, Leo, head into the kitchens and bring forth something suitable for our guest. We shall take him to bed ourselves!"

'Wait what?' Naruto thought as the two of them were enveloped by a flash of light.

The candles allowed the room to be seen with a polished basalt floor and the large canopy bed. The rest of the room was colored with many shades of dark blue, more than Naruto knew existed and the ceiling itself was a canopy of darkness with white twinkles that reminded him of the Night Sky. Her furniture consisted of several fancily decorated chairs of an era long past with the rest of the furniture in a furnishing that had a gothic spin to it.

"Normally it would be improper for a stallion like yourself to be in our bedchambers, but we care little for the gazes of others and seek privacy with a dear friend. "

"Its no problem Princ…" he began to speak when he was sharply cut off.

"Luna," she corrected him. "At least when we are in private refer to us as Luna."

"Very well Luna, how are you doing?" he asked as she put on a false smile.

"We are fine." She answered a little too quickly

Her response was an indication that she was anything but fine. "Luna, I know things haven't been easy. Princess Celestia called me here because she was concerned about you."

Luna gave out a sigh and hung her head. "So you're here by sister's assistance?"

"No, at least not completely by her request did I arrive." Naruto answered her. "It's true, Celestia called me here but she also gave me the option to leave without any persecution. I'm not here out of a request; I'm here because I'm concerned about my friend. So please talk with me and let me know what's troubling you or maybe tell me something about you and I can tell you something about me in exchange."

"Well," Luna began to perk up. "Well we are the Guardian of Dreams. During the night I would watch over the dreams of our little ponies and consult them through their dreams as well."

"Wow that's pretty amazing. "

"Unfortunately until more of our magic returns we shan't be able to return to thy duty."

"Well I look forward to seeing it in action as myself. So tell me Princess, what do you know about pranking?"

Hours had passed and the two were enjoying the food the guards had brought as Naruto told her about the pranks he used to pull with Pinkie Pie on some of the inhabitants in town. "You and Laughter seem to be quite the trouble makers."

"If you think that's crazy I should tell you some stories from my colt days." He replied as Luna let out a quiet yet beautiful laugh. "I don't think I heard a laugh that quiet before." He stated as for a brief moment Luna looked concerned.

"You don't think it's silly?" she asked tentatively. If he did, Luna believed she did not want to know. It wouldn't be the first time someone pointed out Luna's laugh.

"It's not bad; it's really kind of cute."

"Thank you," she replied. Suddenly their attention was drawn to outside as the Sun began to set. The two of them got up and walked to the balcony to where the sun disappeared over the Horizon and the moon began to rise. A melancholic smile formed on Luna's face as her charge, her once prison began to take its rightful place in the sky. Luna couldn't help but feel rather sad that she was still greatly weakened and couldn't resume her duty of raising the moon and stars.

"Whenever the night came around when I was young I would probably spend hours looking at the moon and stars. I didn't have that many friends during my youth so the stars myself kept me company during those lonely nights. I would make up stories and constellations during that time and I look back on those memories with fondness. I look forward to see what you'll be able to do once you get more of your magic back. I saw images of the constellations from over a millennia ago when I was looking up information about magical artifacts some time ago. They were amazing and I look forward to seeing more of what you can do."

Not only did he compliment Luna, but he also complimented the very thing Luna worked her hardest on. The compliments filled her with a sense of satisfaction and an even deeper sense of gratitude. A great warmth filled her chest.

Luna reached over and pulled Naruto into a tight hug. "Thank you." She knew the action was unbecoming of her station, being so familiar with one that wasn't her consort or mate, but she did not care for tradition or matters at the time.

She felt the hug returned in Naruto's arms wrapping around her. "You're welcome."

The hug lasted just long enough for Luna to stop having the strong urge to cry tears of joy, and she now had a genuinely happy grin on her face. Suddenly an idea came to her mind, one that she decided to approach her sister about. Celestia had mentioned that while she knew plenty of worthy guards that she could find to form the soon to be newly reinstated Luna r Guard there was still the manner of finding a worthy captain.

Though, now it looked like that wasn't going to be a problem anymore.


	16. In Which Their Is Setup!

**Summary for the Chapter:**

> Naruto meets and befriends a down on her luck mare while Celestia tells Luna a bit about how things changed.

Equestrian Heroes

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Naruto x ?

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Luna found having to adjust to modern-day bedding one of those small annoyances that she would have to get used to in this new era. What happened to a nice fluffy cloud bed that shifted with every subtle movement of its owner?

The sound of light knocking caused the Moon Princess to stop her attempts at trying to sleep. "Come in," she called out to it.

The door opened quietly, and Celestia stepped through. She had already raised the sun Luna had felt the surge of her sister's magic but the white princess was still dressed in a lilac nightie which would be considered scandalish of someone of her station. She was also without her golden crown and jewelry.

"Morning Luna, I hope my arrival was not at a bad time?" she asked in a soft, benevolent voice.

"Neigh sister, we are far from tired merely trying to get a few hours of rest before tonight."

There were few moments during the day the sisters could find time to talk between Luna resting and Celestia with the ever-growing missives that have poured in. Those times were the morning and evenings when day went to-night and vice versa.

"So, how did you enjoy your evening last night?" Celestia asked as she took a seat on Luna's bed.

"Yes. Naruto Uzumaki has proven himself most enjoyable company. Sister, he is not among your guard correct? How did thou come to know him?"

Celestia couldn't help herself and giggled. "I have to say Naruto is a rather interesting character." Celestia then began informing Luna about how she had come across the blond in her private library. How he had snuck in and how they formed an odd friendship of sorts. "I am glad to hear that the two of you get along so well. Progress between you and our subjects seemed nonexistent and I grew concerned, especially since my duty has kept me far more busy than I would like."

Luna reached in and wrapped her arms around Celestia, pulling them together.

"Sister, we promise that leaving you again is the last think I'd do to thee again." Luna released Celestia, and then began speaking again. "Tis a shame we do not have more time like this tell."

"Tell me about it, the paperwork has been the worst of it." Celestia admitted .

"Paperwork sister?"

"Our tax revenue has been pretty consistent, but now a good deal of that has been taken up by repairs and internal improvement bills not to mention there have been pushes for more healthcare plans and expanding our military budget in light of the incident." Celestia chose her words carefully to avoid putting any extra guilt on her sister.

"But what about trade? Surely the bits we get from that would ease the burden of relying on tax revenue for damages."

"Unfortunately the incident has caused a lot of problems domestic and foreign. Every nation has focused on the internal strife and damages that the nationwide breakout of criminals has caused. While there are members of every branch of our government working on keeping the export and imports going there have been an increase of bandits attacking and pillaging trade shipments and hiring the necessary protection for certain goods in itself is proving quite expensive. The money we have Is being funneled into our imports and relief efforts with what's left over going into maintenance of the city. "

"And our private accounts?"

"Eight-hundred years ago I recreated Equestria's current banking system as well as financed many of the banks along our borders. I then placed a vast amount of my bits into treasury to finance our nation after a rather costly war with the Griffin Empire a few centuries ago. I would later go on to construct a document detailing an agreement of a siphon that sees me paid out fifty million bits a year under the condition I would not remove money from the treasury for personal use. I had to do something to relieve the fear of our subjects at that time not to mention I can honestly say I have no idea what to do with all that money anyway. While I do not wholeheartedly agree with every decision the governing bodies I created make I do trust the Department of Treasury to make the right calls on handling the financial spending and managing that needs to be taken care of. Right now the biggest headache is all the bills and laws being brought to my attention about how to deal with the tainted criminals and those who were as some of our esteemed members suggested were coerced." There was a disagreement of sorts that was brewing through many political circles in the major cities. It appeared several of Nightmare Moon's forces had come from some rather prestigious families who were accusing Luna of having brain washed their family members and making them slaves for her treasonous actions. This was yet another burden, neigh distraction among the piling amount of situations that Celestia found herself having to deal with. Frivolous laws or allowances backed by old money to allow the elites as they saw themselves a way to save face.

The next few months were going to be rather tiring. With an unimpressed half-lidded gaze Luna dryly commented. "We see the nobles remain a headache in thee's skull." She then decided to bring up the idea to at least reduce one thing off her sister's plate. "Speaking of deciding things Tia, we believe we have solved the issue of Captain of our Guard."

Another tiring day in the town of Ponyville had passed for Naruto. As he drew closer to his home he picked up the sound of something.

Crying.

He followed the sound of the crying until he came across a distraught mare setting on the bench. The mare in question was definitely a Unicorn with a white as snow coat. She was also rather tall and with a healthy and attractive body. She was wearing a white long lace trim tank top emphasizing her bust along with curve skinny jeans. She definitely had to be new to town as her light pink mane was even lighter in color than Fluttershy's mane.

"Are you alright miss? You're not hurt are you?" he asked as he approached the sobbing mare.

Upon hearing him, the mare looked up at him, stifling her sobs as she wore the tears from her eyes. "O-Oh hello I hope I didn't disturb you. I'm not having the best of days."

"If you need someone to talk to then I'd be happy to help." He volunteered as he took a seat on the bench. Not like he could just leave her here and ignore her.

"I don't want to bother you. I'm sure you have better things to do than just comfort some stranger." She replied and sniffled as more tears threaten to fall.

"Because I'm not the kind of individual who just stand by and ignore others pain. Let's just say I understand how much it means to have someone to lean on when you're feeling down."

"I see." The mare responded as she took a sigh before explaining her situation. "I decided to come to Ponyville to surprise my coltfriend and caught him in bed with another mare. The thing is we were having issues with our relationship seeing as it was long distance and he wanted to start a herd, but I wasn't sold on the idea seeing as I wouldn't even be around to do my duty most of the time. I know we were having issues with him pushing me into things I weren't ready but I didn't think he'd go that far you know."

'Herd?' Naruto pondered for a second. If he was remembering correctly that was the term of the Menage a Trois? Was that what the term was called? "What about friends and family members?"

"My family is all the way in Canterlot and I'm new to town. I also won't be able to withdraw any bits from the bank with it being closed so I won't be able to afford a hotel." She said as she shivered and rubbed her arms. Tonight while nowhere near as cold as your usual winter seasons it still seemed rather chilly.

"If you wish you can come back to my place. Its not much, but its better than staying out here in the cold."

"Really?" she asked, wiping away the last of her tears as she settled her hands in her laps. "I wouldn't want to impose."

"Its fine, as a good friend of mine always says, I'm too much of a gentlecolt to leave a lady in need."

Quickly composing herself, she stood up and turned back to the blond. "Thank you so much. I don't know how I could ever repay you."

"Its fine, I'm Naruto by the way. So what's your name miss…" he introduced himself as the mare gave him a warm smile and introduced herself in return.

"Twinkleshine…you have my thanks Naruto."

Naruto smiled in return and began leading her back to his place. He unlocked the door and invited her in. "Come in and make yourself at home. Can I offer you anything? Tea or Coffee maybe?" he asked as he led her into the living room. Twinkleshine took a seat on the couch as she gazed around.

"Some coffee with a lump of sugar if you don't mind." She answered him as she continued to look around the room. She took notice of some of the scrolls and a bottle of inks on the table.

"Alright a cup of coffee for the mare coming right up. " Naruto traveled into the kitchen and opened the cupboard. Taking down two cups he set them down on the cabinet and filled his tea kettle with some water. Turning the fire up he began to boil the water. Soon as the water was ready he poured it in the cup along with some instant coffee mix and put in the sugar. He soon returned to the living room and saw that Twinkleshine was standing by the table, looking over his scrolls with interest.

Setting down the saucers containing the cups on the table he walked over. "Have an interest in scrolls?"

The mare jumped lightly and let out a slight yelp. "I-I'm sorry. I didn't mean to be nosy."

"No its fine and the coffee is ready by the way."

The two of them returned to the couch where Twinkleshine carefully lifted the cup with her hooves and took a small sip. "I don't believe I've had this brand of coffee before."

"Its local made. I rarely drink coffee myself but I keep some for days where I feel like I want to sleep in, but really can't."

"I hope you don't find me prying, but what do you do?"

"I don't have a set career, I'm actually the assistant to the local boutique owner, but I do a lot of odd jobs around town. Helping the local farmers on their land or gathering herbs from the forest. I saved up enough money for this house, but now I'm trying to decide on what career I should take. So tell me Twinkleshine did you have a career?"

"Yes, I was doing some work for the government in Canterlot before I arrived in town I was doing your typical job of paperwork and some meetings here or there, nothing really interesting."

"Well we can always talk about something else than. Why not tell me a bit more about yourself?"

Hours ticked away as Naruto continued to chat with the mare. The two of them traded back stories back and forth as they discussed various topics and such. Even laughter found its way through the home as Naruto regaled in some of his childhood pranks. It took Naruto taking notice of his clock on the wall for the blond to realize they had spent almost all night talking. "The sun will be rising in a few hours and I have to get some rest. I'm sorry if I come off as rude, but I have to get up early tomorrow and aid a friend of mine with a project her teacher gave her."

"Thank you for your company Naruto." The pleasant smile left her face as she paused as if she was afraid of how the blond was going to react upon the next thing she was going to say. The fact her eyes would meet his and then dart away and she would fidget along with the grasping of her hands gave away her nervousness. I know I don't have any right to ask you of this." She started and inwardly chastised herself.

That sounded absolutely horrible. "I…I mean…" she began to stammer when the blond gave her a warm smile.

"You can stay as long as you need to." He answered, seemingly picking up on her problem.

"Its only for a few days, at least until my paycheck is deposited into my account. I'll be able to afford a train ticket then and get back home."

"Of course, until then make yourself at home." He said as he got up from his seat. "I'm going to get some blankets and pillows and show you to the bedroom. I'm way too tired to argue with anypony tonight so please just take my room. I just wanted to crash as soon as possible and sleep." Between each of his sentences Naruto let out a deep yawn as his eyes began to cloud with moisture. Twinkleshine would have responded that she couldn't do such a thing, but seeing that the blond was about to collapse accepted his kind offer without much argument if only to ease the burden of the kind stallion. Saying their good nights the two parted ways as they went to prepare for bed.

Naruto woke up early the next day and made breakfast. After consuming some pancakes and eggs Naruto left a note for Twinkleshine to find while he went on about his business. Golden Oaks library was a place Naruto visited often when he first moved into Ponyville. Hours upon hours of time were spent reading and rereading using a combination of kagebunshin and henge to quickly absorb all the information he could get.

He walked into the library to which Twilight who was sitting behind the desk greeted him. "Good morning Naruto." She greeted him with a bright and cheery smile. A few days had passed since the house-warming party that was had for Twilight and Spike. As always Rarity was dressed to impress.

"Morning Twilight," he greeted her. "So you ready for this assignment?" From the time he had spent with Twilight so far she was definitely the dutiful student. She really enjoyed reading and research, a trait that from time to time had him reminiscence about his old team-mate.

"I definitely am, I'm so excited. I've already talked with the others and set up a strict schedule for us to begin the interviews." Naruto raised an eyebrow. Interviews? "Princess Celestia wanted me to give you this letter." She said as she brought out that she had neatly tucked away in her bag and levitated it over the blond.

Naruto's eyes skimmed over the letter and the more he read the more incredulous he got. "What?" he audibly exclaimed, not believing what he was reading. Did Celestia really expect him to ask his friends these questions. "Uum Twilight, what did Princess Celestia detailed that we should ask the other bearers?"

"She wanted their name, physical traits, and background. She insisted on getting a complete biography so she could reward them for their services to Equestria along with getting to know them better. "

Twilight may have accepted the explanation at face value but as Naruto's eyes skimmed over some of these questions there was no way in hell that the questions on this size had anything to do with that.

Naruto now came to realize the folly of pranking an immortal princess with several thousand years of living experience. Why did he underestimate how cunning she would be? She even cashed in that little chip they agreed on meaning that he had to take part or admit defeat. Well if Celestia wanted to battle then a battle she shall have.

Since he arrived fifteen minutes early he and Twilight chatted for a bit until Rarity was schedule to arrive. A knock on the door drew them out of their revere. Before Twilight could even get up Spike had raced and beat her to the door with eager bluster.

Opening the door stood none there than Rarity. As always she dressed to impress with one of her usual numbers, but violet in color. Today she was wearing earrings and a diamond necklace along a pair of heels. "Why hello Spike? How are you this morning?"

"Wonderful …" he said in a bit of a daze. "You look wonderful by the way."

"Aaw," she cooed as she rubbed the top of his head affectionately. "You are just so sweet. I bet you say that to all the fillies." With that she walked forward as Spike continued to be in a love struck daze.

"Morning Twilight. Naruto."

Naruto nodded and smile. "Rare."

"Morning Rarity, I'm glad you could make it. Can I offer you anything? Muffins? Tea?" Twilight asked as she levitated a tray of goods from the kitchen.

"Just a cup of tea if you don't mind darling." Rarity said as she looked for a chair to sit in only for Spike to drag up a chair, quickly dust it off, and placed a pillow for her to sit on. "Why if you keep being this helpful I might have to convince Twilight to let me borrow you from time to time."

"Oh I see how it is Rarity. I move out and now you're ready to replace me?" he teased her with a sad pout.

Seeing through the mock hurt she merely grinned. "No one can ever replace you darling. So shall we begin this interview? This is so exciting."

While the two mares were excited for the interview Naruto couldn't help but inwardly groan. He could only hope that Rarity would only maim him slightly when it came his turn to ask the questions about her body.


	17. Side Chapter: Rarity Interview!

**Summary for the Chapter:**

> Naruto and Twilight give Rarity an interview in the start of this fun little subplot

Equestrian Heroes

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Naruto x ?

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Story Start

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The two of them made sure to go over with Rarity that this detailed interview was to not only answer questions Celestia would have about the bearers, but to make sure she had a detailed file on them for a matter of reasons. One would be as a quick reference in case of a domestic issue that might result from anything ranging from kidnapping to black mail. Knowing their past and combing through it to make sure there is nothing that could be used against them. The other was that Celestia insisted on rewarding them. Her Generosity which was one of Celestia's most known traits besides her Kindness was known by many which in hindsight upon the return of the Elements of Harmony made since.

Celestia wasn't kind and generous because she was secretly some evil dictator controlling everything or because she was being manipulative, those were just genuine traits to her character. The accusations all and all didn't make sense because if Celestia was truly cruel she wouldn't be able to use the Elements of Harmony in the first place.

"Well we know of your name Rarity so we will go on to the next question. Do you have any nicknames or aliases you go by? Say for purposes like business deals or such?" Twilight began as Naruto glanced down at his paper and let out a soft sigh.

"Well from time to time I have been given the moniker Rare by those close to me. I have also used the name Radiance during my short stint as a model. Of course I had to stop modeling because not only did it take away my focus from my career I was not willing to mutilate my body for the styles they had coming out. I am rather happy with my shape thank you very much."

Naruto heard this story from Rarity once when they were simply talking during one of their gemstone hunts. Apparently Rarity's hips were too big for some of the dressed and they wanted someone with a more upside down triangle shape.

"Alright now on to the next question. How old are you?" As soon as the question left Twilight's lips Rarity had paused, looking rather affronted at the question. For a mare like Twilight she didn't care for such things about guarding her age. She thought the whole idea was kind of silly.

Naruto covered his mouth with his palm to hide the silent laughter. He could practically imagine her speaking. 'My age? My word, that certainly is not an aspirate question that a lady should be asked.'

"Twenty-three," Rarity answered in practically a hushed whisper.

"Rare you have decades before even having to worry about entering your Aged years." He replied as Rarity shot him a look.

"Talking about another pony's age isn't particularly polite." She answered as Naruto shook his head.

All the while Twilight nodded and continued to simply jot down whatever information she was given. For tribe she simply jot down information because that was ease to gleam along with fur, eye, and mane color. With her careful observation she quickly answered the questions that were unnecessary to ask.

"So Rarity how tall are you?"

Rarity happily answered this one if only to get away from the age question. "Five-foot nine," she answered proudly.

"Okay so how much do you weigh?" As soon as the question left Twilight's lips Rarity's tea cup slipped from her grip and clattered on the saucer, spilling some of the tea on it.

"Is such a question really needs to be asked?" This time Rarity couldn't hide her displeasure.

"It's on the list of question Princess Celestia sent me to ask. If you're not aware of it offhand you can always go find out and we can answer it later."

"No, I will answer the question now might as well get it out of the way." She shot a hesitant glance at Naruto.

As if he read her mind Naruto picked up why Rarity was hesitant. "I'll be right back." He said as he got up and made his way to where the restroom was. He waited a few minutes and returned just as Rarity finished going over her occupations.

"Now do you have any scars, illnesses, or allergies?"

Rarity took a moment to think, taking a sip of her tea as she did. "My body is free of any scars and I am not inflicted with any illnesses thank goodness. As for allergies I have seasonal reactions to certain plants with pollen, but other than that no allergies that I know of."

All these questions were more than just a biography. Those questions could be used as a checklist to spot out imposters.

"What about accessories and jewelries?"

Now this was a question Rarity could answer. She prattled on for practically fifteen minutes as she trailed off topic as she went into a discussion about necklaces and earrings for various purposes and such. It took Naruto interrupting her in order to get them back on track.

They skipped the relative questions because Naruto knew of Rarity's family fairly well. After going over Rarity's ability it came to the moment Naruto dreaded. Now it was time for him to question her.

"Please keep in mind these are not my questions and were sent to me. I'm only asking this at her majesty's behest. What is your bust size?" he asked as Rarity's mouth dropped and Twilight head jumped up from the pad she was jotting information down in surprise.

"E-Excuse me? " She cried out in righteous indignation. "I do believe I misheard you."

"A-Are you sure you're reading that right?" Twilight asked as she was in utter disbelief that Princess Celestia would ask that sort of question.

"Yes Twilight, I can read," he sarcastically snapped at her causing her to reel back and her ears to droop. Naruto inwardly cursed, "I'm sorry, I didn't mean to get mad at you Twilight, its just, well I don't know. I mean Princess Celestia has her reasons right?" he reasoned to them while inwardly thinking 'damn trolling princess'. He quickly came up with a reason. "Maybe she wants to have a thank you outfit made and she's making sure she's getting the measurements right?" It was such bullshit reasoning. He knew it and he suspected Twilight wasn't sold on it.

Rarity on the other hand did a one-eighty, no longer sending a hated gaze at Naruto and stared off into space as the look of day dreaming entered her eyes. It was obvious she was imagining a lavish spectacle of an outfit given to her by Celestia herself. "So…about the question."

"Oh, well, I'm a triple D, size 42." She answered.

"Actually I didn't finish the question. I need more than your bust size, I need your entire measurements." He said as Rarity hesitated but finished the question. She gave her waist as twenty-six and her hips as Forty-two. For a moment Naruto had to remind himself that the beings here weren't human so what was considered reasonable by those standards weren't going to be the same here.

Naruto blushed a bit, for the first time in a long time he was thinking about Rarity's figures and looks overall and sure enough she was highly attracted. Sure one or twice he had noticed it, but he never really looked at her in that sort of a way, considering her a dear friend. "L-Let's just go ahead and go on to your combat abilities." Naruto quickly changed up the subject.

Finally it was going on near eleven when they finally finished. "Is there anything else you wish to know?"

Twilight finished writing down what she needed to before smiling. "Well, then. That's all. Thank you for the time. Naruto and I have to plan for the next interview. I assume this time next month will be good for an update interview?"

"I will have to see what my schedule will hold for that week. I must admit this was a rather interesting interview and I will be seeing the two of you later. "

"See you later Rarity."

"Later Rare."

With their good byes exchanged now it was time for the next bearer to show up for their interview.


	18. Arrival of Trixie Lulamoon!!

**Summary for the Chapter:**

> A mare by the name of Trixie Lulamonn shows up. The magical mare brings potential trouble to the small town.

Equestrian Heroes

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Naruto x ?

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Story Start

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Naruto was intently working on the private portion of the biographies while Spike and Twilight were upstairs. There were certain incidents in their past that some of the bearers weren't comfortable speaking about but Naruto knew because he knew them longer. So the latter decided to take Spike upstairs and put the time to practical use while Naruto worked on the bios.

Naruto bid farewell to Pinkie Pie as she left, returning back to the table to finish the biography. Glancing over it Naruto was satisfied that everything was in working order. "Twilight I'm done!" Naruto called upstairs. A moment later Twilight and Spike were walking down the stairs.

"So did you get what you needed?" Twilight asked as Naruto then glanced at Spike noticing his moustache before turning back to Twilight. He shook his head deciding that he wasn't even going to ask.

"So cool stache right?" Spike asked Naruto as he was proudly stroking the edges between his clawed fingers. "Say enough to impress a lady?"

Naruto fought back his urge to laugh. "I do have to admit that is a pretty nice moustache." To be fair it really was. "Though the men in my family are more partial to beards especially my ancestral grandfather I wish I had a picture to show you, but I only heard legends about it." No kage's hair was ever as epic as the Uzukage of course. "Why don't we go into town? Its around lunch time, my treat."

"Sure that'll be nice." Twilight answered as the three of them strolled towards the front door grabbing her key out of her bag as they walked out of the door. Twilight locked the door behind them as they entered the busy Ponyville streets.

The three of them were walking down Ponyville's busy streets.

As they made their journey they ran into a few other ponies. "Hey there Turner." Naruto called out to an Earth Pony stallion. The stallion was five foot ten with a rather slim build for an Earth pony. As always Time Turner dressed in nice clothing, a charcoal black single breasted 1 buttons, slim fit suit with shawl lapel, center vent, flat font pants that were textured solid. Considering his dark amber mane and tail along with Grayish amber coat and pale light gray cobalt eyes it gave him a devilish handsome look.

"Naruto, Miss. Sparkle, Mister Spike…" he greeted them absentmindedly as he continued to gaze at the clock in his hand. "…justments…seventy-twenty." He seemed to murmur.

Naruto shook his head as he was used to the eccentric nature of the stallion. As they continued their trek Spike once more praised Twilight for her amazing ability to pick up spells. Naruto himself had to admit twenty-five spells in a single day was rather impressive.

It was pretty much commonly accepted that beyond Telekinesis most Unicorns be able to learn spells not connected to their special talent was rather difficult. It had almost become a common belief that it was nearly impossible to do so seeing as it was rare for Unicorns to be trained in advanced spells or battle magic outside of becoming a scholar or joining the military. Because one's innate magic was closely connected to their talent there was only a small turnout of Unicorns joining Equestria's elite magical circles.

"Gangway!" a voice came. Naruto noted whoever spoke didn't seem to be bright as the three turned to see two young young unicorn colts in full gallop.

The shorter and chubbier of the two was bucktoothed, had a light blue-green coat, messy yellow-brown mane, and a pair of scissors on his hand. He was wearing a simple green shirt that hovered over his chubby stomach, shorts, and tennishoes.

The other, taller and thinner, had a yellow-tan coat, bird catcher spots near his eyes, and equally unkempt light green mane that are slightly longer than his counterpart. He was also wearing jean shorts, a black t-shirt under suspenders with the cutie mark of a snail on his hand. Both of them had beady black eyes and the shorter of the two sported thick brown eyebrows as well. They both looked to be around the Cutie Mark Crusaders age.

"Comin' through!", the taller colt added as they barreled past with enough speed to blow the mare and stallion hair sideways while Spike found himself being bulldozed along on the shorter colt's head.

"Snips! Snails! What's going on?" Spike asked them. They answered by skidding to a stop, throwing him clear.

"What, haven't you heard?" The taller colt, Snails, said as Spike crashed somewhere. "There is a new unicorn in town!"

"Yeah!" Agreed the shorter colt, Snips, as he bounced on his hooves as if he was high with sugar. "They say that she's got more magical powers than any other unicorn ever!"

As Snips spoke, Twilight and Naruto approached the two colts as Spike did the same as he rubbed his head. "Don't you two think you're being a bit enthusiastic?"

"You two obviously heard wrong," Spike scoffed. "That honor goes to Twilight here." As he raised an arm to her, she smiled and blushed at the praise.

Naruto couldn't help but silently agreed. If not now then Twilight was definitely going to have to earn that honor. "Where is this unicorn?"

"Oh, she's in the town square." Snails answered. "Come on!" He then galloped off.

"Yeah! Come on!" Snips agreed as he followed with an excited yell as Twilight, Naruto, and Spike raced after him a moment later.

In front of the town square pavilion there was a wagon trailer set up front, presenting its side to the sizable crowd gathered before it. Naruto could hear head a female voice ringing out over the scene, sounding very dramatic and over the top, as he, Twilight, Spike made their way to the front. Twilight's friends were at the front of the crowd.

"Come one, come all!" The voice dramatically announced building up anticipation and drawing attention. "Come and witness the amazing magic of the Great and Powerful Trixie!"

During this line, the trailer reconfigured itself. One, the side wall flipped down to become a stage backed by a dark blue curtain, and two wings folded out to extend its length. Two, the ends swung out, exposing three brass horns mounted on each. Three, the roof popped up and several bits of overhead scenery extended over the stage: rocket, planet and stars, spiral, stars, and magic wand. Then, a blast of glittering blue smoke went off on the stage.

Naruto's eyes widened and a deep blush covered his cheeks when the performer showed herself. She was a unicorn, an attractive one around Rarity's height with a stylized cornflower blue body mane with both ends going opposite lengths, but curling upwards slightly like the end of a tail. Her horn was about the size of an average unicorn horn sharing the same coloring as her brilliant azure coat.

Her outfit consisted of lavender boots with the design of stars on them as well as a lavender magician's cape and hat decorated with star symbols. She wore a white corset top under an open lavender mini jacket as well as a dark lilac mini skirt that stopped just below her knees with the cerulean blue straps of a thong hanging on her hips. As such her cutie mark, a star-tipped wand spreading stardust was revealed.

Trixie has just made her grand arrival, prompting awed murmurs from the crowd.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" She boasted as fireworks erupted from the stage, but Rarity seemed to be far from impressed.

"My, my, my." Rarity remarked. "What boasting."

"Come on." Spike began as he craned his head and once more began to rant. "Nopony's as magical as Twi…" He then nearly had a fit upon realizing that he was speaking to the mare he wanted to impress with his mustache earlier. "Twi…Twi…oh!" He then blushed a bit, as he cleared his throat. "H-Hey, Rarity, I, uh…mustache!" he then ran off in a panic as his two companions took his place.

"There's nothing wrong with being talented, is there?" Twilight hesitantly asked the blond. Seeing the expression on some of the ponies she was starting to feel a bit worried.

"Nothin' at all…" Applejack assured her, joining the group as she eyed Trixie, who conjured up a bouquet of flowers. "'ceptin' when someone goes around showin' it off like a school-filly with fancy new ribbons!"

"Just because one has the ability to perform lots of magic does not make one better than the rest of us." Rarity added.

Naruto was a bit surprised at his friend's reactions. Sure, he could understand why some ponies didn't like others boasting about them being better than them, but the mare was an obvious performer and they sometimes tended to brag.

Twilight hunched down and let her ears droop sheepishly; the words of her friends didn't do anything to ease her anxiety. Considering she wasn't close enough yet to have intimate knowledge on her friends she was concerned with how strong their bond was.

Rainbow Dash chose that moment to speak up."Especially when you got me around being better than the rest of us!" She said with a chuckle, then stopped herself as Applejack glared daggers at her. "Uh…I mean…yeah, uh, magic, schmagic! BOOOO!" She gave a sidelong glance at the still-disapproving farmpony.

Naruto shook his head. "Rain we all know you're the town's foremost boaster." He playfully took a shot at his friend. "Besides…are you really going to…" He began trying to smooth things over when Trixie's voice echoed over the area.

"Well, well, well." She announced, using a spell to project the volume of her voice. "It seems we have some ne-e-eigh-sayers in the audience." Her eyes roamed the crowd and she stuck up her nose. "Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie?" There were assorted reactions of disgust, annoyance, confusion, and awe from everypony, the last of which came only from Snips and Snails. Most of the town being comprised of Earth Ponies have either dealt with, heard, or were taught by their family the prejudices between the tribes their ancestors dealt with.

Just as Stallions were treated as second class citizens for breeding as quite some time, Earth Ponies were treated as slaves by several clans for many centuries across the continent. This practice was used more by Unicorns by a sizable margin then Pegasi with a small percentage of slave owners being other Earth Ponies themselves. These were just some of the many practices abolished when the nation of Equestria fell under the rule of the Royal Pony sisters.

It was this type of behavior that always stirred up bad blood and encouraged the Tribalist mindset. While Tribalist behavior was almost unheard of in a town like Ponyville being a town that always had members of the three tribes from its early history despite being founded by Earth Ponies it was impossible to say that there haven't been those who have traveled and settled to the small town hadn't carried those beliefs with them.

"Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" At this point her bragging was crossing into outright arrogant territory, but despite how annoying it was this Trixie wasn't breaking the law. While a lot of ponies didn't appreciate that trait one couldn't punish somepony for bragging.

Then again a good deal of the nation was still unaware of the specifics of the Nightmare Moon incident. She wouldn't be boasted If she knew the Element of Magic was in this very town.

Rarity of all ponies gave a raspberry. "Just who does she think she is?" Spike then elbowed up between her and Twilight.

"Yeah." Spike agreed, "Since we all know that Twilight here is—"

"Spike, shhh!" The purple unicorn then pushed him well away from the spectacle for a private chat and both kept their voices down.

"What? What's wrong?"

"You see the way they reacted to Trixie? I don't want anyone thinking I'm a showoff." Once again, the performer's fireworks went off, more energetically than before.

All of a sudden, Rainbow Dash then flew into the stage, fed up by Trixie's stunts. "So, Great and Powerful Trixie, what makes you think you're so awesome, anyway?" Rainbow Dashed sarcastically asked her.

Trixie answered by putting a hoof to her face with a disdainful laugh, then spoke with mounting fervor. "Why, only the Great and Powerful Trixie has magic strong enough to vanquish…the dreaded Ursa Major!"

Fireworks blasted from the horns at one end of the stage, decorating the sky with the outline of a huge bear whose forehead is marked with a starburst. There were gasps and murmurs all around.

"What?!" Snips gasped.

"No way!" Snails gasped.

"When all hope was lost, the ponies of Hoofington had no one to turn to..." Trixie continued her story as a figure of herself then approached the Ursa, wand at the ready. As she continues, it stood pat before the beast's swipes and cast a spell, causing it to fizzle out and disappear in a shower of sparks. "But the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave, deep within the Everfree Forest!"

An Ursa Major? That was clearly a lie. Nothing sort of an entire unit of the guard or one of Equestria's Arcana mages could hope to take on an Ursa Major and come away unscathed. Their massive size and strength classified them among the highest class of species based threat.

"Suh-weet!" Cried out the two colts.

"That settles it!" Added Snips.

As the magician stood proudly, Snails walked closer to the stage and gestured to her as he spoke. "Trixie truly is the most talented, most magical, most awesome unicorn in Ponyville!" he said.

Snipped popped up next to him. "No! In all of Equestria!" At that time, Twilight and Spike had returned to the crowd.

"How do you know?" Spike objected. "You didn't see it! And besides, Twi—" He was cut off as his mouth was literally zipped shut by the unicorn he was about to mention.

"They're just children, Spike." Naruto informed him as he tried to appease the dragon. "They don't know any better."

Trixie gave out a laugh. "It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville!"

"Don't believe the Great and Powerful Trixie? Well, then, I hereby challenge you Ponyvillians. Anything you can do, I can do better. Any takers? Anyone, hmm?" There was no answer from anypony. "Or is Trixie destined to be the greatest equine who has ever lived?"

Once more came another fusillade of fireworks, the most elaborate so far, after which Spike unzipped his lip and threw himself at Twilight's hooves, sobbing.

"Please! She's unbearable! You gotta show her! You just gotta!"

"There's no way I'm gonna use my magic now, Spike." she was answered. "Especially since—"

She was cut off by Trixie as she scanned the crowd. "Hmmm…how about…you?" She then pointed at Twilight, who swallowed hard.

After pointing at the purple unicorn, Trixie strode confidently toward the edge of the stage.

"Well, how about it, hmmm? Is there anything you can do that the Great and Powerful Trixie can't?" she dared.

"I, uh, I… " Twilight began to stammer.

Before an answer could be given, Applejack spoke up. "That's it! Ah can't stand for no more of this!"

"You show her, AJ!" Spike called out as the farmpony walked up on stage.

"Can your magical powers do this?" Applejack began her 'performance'. She twirled a lasso around herself at floor level with her tail. She hoisted the loop clear of the boards, and then worked it forward and backward. There was a chorus of "oohs" from the crowd.

An expert flick of the blond tail then sent the lasso flying to snag an apple off a tree. The rope loosened on the return trip so that the fruit landed squarely in her mouth. After a quick chew and swallow, the crowd voiced its approval.

Applejack then turned to face Trixie. "Top that, missy!"

In response, the magician's hat began to glow in the same color as Trixie's eyes. "Oh, ye of little talent." Her hat was then lifted clear of her head, fully exposing her horn and mane, the latter of which curled slightly. "Watch and be amazed at the magic of Trixie!"

One end of the now-untied rope began to glow in the same aura as it sinuously off the stage, just like how snake charmers do it. It swayed back and forth before Applejack's face, catching her attention as the other end of the rope pulled a second apple from the tree. The first end then lashed toward Applejack's hooves and hogtied her, briefly lifting her upside down off the stage before dropping her on her back. Then, once she fell on the stage floor, the apple was stuffed whole into her mouth.

The crowd laughed and cheered as the farm pony hobble-hopped away.

Naruto rushed over to the farmer and began undoing the ropes. "AJ you okay?"

"Yeah, just mah pride is bruised."

"Why did you go and challenge her?"

"Well someone had to shut 'er up."

"I don't like her attitude either, but what good would it do to drag yourself down to her level. After a day or two she'll be on her way. " Naruto reasoned, he was downright annoyed, but he didn't want to cause an incident. This performer wasn't worth it. Naruto clutched his fist as he found himself growing steadily angrier, but kept his cool. He couldn't believe some of the members of the town were actually cheering.

"Once again, the Great and Powerful Trixie prevails." The Unicorn declared. Just then, Rainbow Dash flew right up to Trixie's face.

"There's no need to go strutting around and showing off like that!"

"Oh?"

"That's my job." Rainbow then went off into a speeding charge and set a windmill spinning at an insanely high speed as she grabbed one vane. The machine then pitched her skyward when she let go; punching neat holes through a long row of clouds. The self-assured aviator hovered briefly before the sun so that it silhouetted her form.

Her next move was a screaming dive that carried her through the holes she punched and down to the same windmill, a few droplets of moisture following her from the clouds. When she repeated the grab-release maneuver, the vanes flung her straight back to the stage, where she skidded to a stop and let the trailing droplets scatter off her back, resulting in a small rainbow forming over her head.

"They don't call me 'Rainbow' and 'Dash' for nothing."

Once again, the crowd cheered from the display while Trixie seemed unperturbed. "When Trixie is through, the only thing they'll call you is 'loser'!"

Her horn then glowed as she shot a beam at the rainbow, making it wrap its creator up in a little tornado and carry her yelling into the sky. The cyclone veered madly in all directions before hitting the ground upside down and flying away.

Rainbow wound up lying on her face in the dirt, her eyes jittering and her body bent upward as if sprawled against an invisible wall. "I think I'm gonna be sick."

"Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie." On the end of this, she cast another spell as Rainbow got upright and fumbled her way to the crowd. A black cloud appeared overhead and zapped the pegasus in the plot with a lightning bolt. There was laughter from more of the crowd.

He knew Rainbow Dash could be tough to deal with at times and rather abrasive, but how could some of these ponies turn their back on her? Same with Applejack? The bearers were heroes, the bearers were the reason that they could even stand around and watch this travesty of a show.

That was far from better, she was now being vindictive.

"What we need is another unicorn to challenge her!" Spike said as he elbowed Twilight's side. "Someone with some magic of their own?"

"Yeah!" Rainbow agreed as she moved towards Chronicle. "A unicorn to show this unicorn who's boss!"

"A real unicorn-to-unicorn tussle!" Applejack added as Spike eyed Twilight expectantly.

"Uh…" the purple unicorn uttered still terrified at the prospect of coming off as a showoff.

Rarity then stepped up. "Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but I conduct myself with beauty and grace."

"Ooh, what's the matter?" Trixie taunted. "Afraid you'll get a hair out of place in that rat's nest you call a mane?"

'Aah hell,' Naruto thought as he knew what was going to happen next. Naruto inwardly cursed at the fact that he made friends with ponies as stubborn as him.

"Oh, it is on!" Naruto moved between the stage and the mare. "Naruto? What are you doing? Out of my way so I can show that mare some proper manners."

"Rarity don't do this. You saw what she did to Applejack and Rainbow Dash. Trust me you have to walk away."

Rarity while still steaming could not adhere to Naruto's request. "I will not allow this braggart to harm our friends. Have faith in me."

Naruto wanted to argue but he couldn't come up with any other reason. Rarity was too stubborn to convince and nothing short of him physically forcing her would change her mind. It wasn't like this was life threatening or anything, but merely a pissing contest over a matter of pride.

Now onstage and circling Trixie, the aspiring designer regained the bulk of her composure. "You may think you're tough with all of your so-called powers, but there is more to magic than your brutish ways. A unicorn needs to be more than just muscle." Her horn proceeded to glow as she 'pulled off' the curtain. "A unicorn needs to have style." The curtain then wrapped itself into a tight whirl around her body, and a flash clears it away to show the results. She now wore a blue gown trimmed in gold, which now rested over her previous outfit, and her mane has been styled into a tall bouffant.

Over the crowd's "oohs", she continued, "A unicorn is not a unicorn without grace and beauty." Trixie just smirked and readied herself for another spell.

"Rarity won't let Trixie get the best of her!" Spike said in a love-struck manner. "She's strong, she's beautiful…" There came a flash and his eyes widened in disbelief. "…she's…" His jaw then dropped, the crowd mirroring his sentiments in face and voice.

"QUICK!" Rarity panicked. "I NEED A MIRROR! GET ME A MIRROR! What did she do to my mane? I know she did something terrible to my mane!"

Twilight was trying not to laugh as she answered, "Nothing."

Rainbow Dash was doing the same. "It's fine."

Applejack was feeling unsettled. "It's gorgeous!"

"I hardly notice a thing." Naruto quickly lied as his face tightened. He knew how…emotional Rarity could get over such things.

Spike was stunned. "It's green." Instantly, the others glared at him. "What?"

Rarity's mane was indeed green, and in two different shades at that. It was also a piled-up mess, with a twig and a few berries caught in it, as well as a couple of tails protruding from the uppermost reaches.

"No! Green hair! Not green hair!" Rarity lamented as she dashed through the crowd, shuddering. "Such an awful, awful color!"

As she sobbed and galloped away, she bypassed Golden Harvest, who decided to try a new mane style by dying her hair green.

"Well, I never!" she cried out in offense.

Between seeing Rarity run off crying and the laughter of the crowd caused Naruto to snap. "ENOUGH!" He roared, unable to keep his composure and unintentionally letting out what most ponies likened to blood lust.

"So, you all think this is funny, do you?" he snapped as he settled on the members of the crowd being sucked in by the incident. "You all have some nerve. They risked their lives in the Everfree to help save this town. Heroes many of you have known for years and grew up alongside and this is how you repay them? You laugh at their embarrassment? And here I thought we were a town of love and tolerance who always supported our own. What a joke!"

Everypony was shocked at Naruto's change in demeanor. A good deal of them had known the blond for months and knew him as a loyal and supportive pony who was always willing to help anypony. Upon reflecting on the stallion's words many of them wore looks of shame upon realizing that he was right.

He then turned his heated gaze on Trixie. "And you…being boastful and arrogant, I can put up with that, to a point but I will not let you bully my friends any longer. Going as far as inflicting physical pain against ponies for the sake of your ego. You're nothing but a Great and Powerful coward!"

The crowd went perfectly silent. Recovering from her shock, Trixie matched Naruto's glare. "Is that so? Care to challenge me and put your bits where your mouth is?"

"Yeah, I do." Naruto's back was to the crowd, leaving only Trixie able to see the sharp expression on the stallion's face. For a moment she thought her mind was playing tricks on her. Confirming that the blond's eyes were Cerulean and not crimson she discreetly swallowed and put on her confident sneer.

"What are your terms? Trixie is confident she can defeat you in anything."

"Then I challenge you to an honor duel."

Hushed whispers started to break out as a result of this. An Honor Duel was similar in concept to a Trial by Combat without a loss of life. Both parties would wager something of value to those involved. Like a trial by combat the terms had to be set beforehand and one can even elect a champion in their place.

"Tomorrow afternoon we go to the entrance of the Everfree Forest. The first one to head in and return back with fresh Ursa Major fur seeing as there is an Ursa den inside the forest."

For a brief moment Trixie's haughty experience was broken. An Ursa den? Was this pony insane? Either way the stubborn mare could not allow this pony to show her up and damage her pride. "Very well."

"Those who want to see the winner can wait at the outskirts by Fluttershy's cottage." Naruto was pretty sure the mare would have been thoughtless and tried to invite members of the town along to watch her greatness and he decided to nip it in the bud. "If I win you apologize to my friends."

"And if Trixie wins, well," she gave the blond a glance over. "…well she could always use a servant to pull her cart."

The gathering of ponies muttered to each other as the Mane Six and Spike glanced worriedly at one another. "I'll be waiting, Trixie," Naruto intoned as he began leaving the area.

Trixie stared at the spot where the stallion scoffing haughtily. "Well, it seems my afternoon performance has been cancelled. But don't worry; tomorrow's performance will be twice as grand!"

00000000000000

Twilight and Spike eventually returned to the library to see Naruto right back where he had been earlier that morning, wrapping up the scrolls and finished them for preparation. "The scrolls for Rarity, Pinkie Pie, and Rainbow Dash are ready." He looked up to see Twilight's worried expression.

"You weren't serious about the challenge were you? You can't be thinking of going after an Ursa Major."

"Twilight's right man, even I think that's crazy."

"I am serious you two. She attacked ponies I cared about, ponies I considered my family." He slammed his fist into the desk causing her and Spike to wince. "All I can think about is how I stood by while three of my friends were humiliated. If someone doesn't stand up to Trixie she's just going to keep doing this to others and someday someone might get hurt."

"T-That's insane! I know you're doing this for the honor of our friends, but an Ursa Major? You will be killed if you go through this foolish challenge."

"Ponies like Trixie only understand things once you break through their pride. The only other way to break her pride is for her to be shown up. You're the Element of Magic Twilight there's no way a mere show mare has half your talent."

Spike grinned as he realized Naruto wanted her to confront Trixie too. He may not have been able to convince Twilight, but Naruto seemed good at these sorts of things. "I already told Spike, no!" Twilight responded. "You saw how the others reacted."

"Twilight what you would be doing and what Trixie are doing is two different things. If you were to open your eyes you would see that." He didn't mean to snap at the mare, he wasn't angry at her, but he was sad that Twilight was still fearful that the others were going to betray her after what they been through. He was beginning to think that this was a deep seeded issue from her past.

"I'm not doing it, and that's final!"

"Okay." He softly answered. "You don't want to do this so I won't bring it up again, but I have to do this."

"Its too danger…" Twilight was cut off when she was suddenly pulled into a hug.

"I'm sorry, I'm supposed to be your friend and I haven't even taken the time to try and learn anything about you. You not wanting to show off, there's a deeper issue there isn't it? You've been hurt before haven't you Twi?" Naruto looked up at Spike and seeing the crestfallen look in his eyes confirmed Naruto's suspicions. "I'm going to come back Twilight and I'm going to start being a better friend." He pulled back and noticed she was crying. "Spike, can you make some tea?" From what he noticed the few things he visited the library Spike seemed to be the one who did all the cooking.

"Y-Yeah…sure." He said as he left the stallion to comfort. He let out a forlorn sigh as he entered the kitchen, feeling rather useless. He didn't want to think about that moment all those years ago. How sad Twilight was when those ponies betrayed her trust and broke Twilight's faith in having friends.

Naruto held Twilight and let herself cry herself to sleep. Later that afternoon he came down and took a seat opposite of Spike. "I know there are things Twilight have to tell me herself right?" he asked as the dragon nodded. "What can you tell me?"

"It broke her heart." He answered as a look of pain flashed across his face. "All I can tell you that a lot of ponies tried to use Twilight because of her status. Some of them, some of them either couldn't remember her name or didn't care. Calling her the 'Sun's Favored Foal' was far more convenient. Twilight, well, you see how she is you know. She's not a bad pony because she favors literature and scholarly pursuits over social climbing. I shouldn't have…I shouldn't have tried to force her to confront Trixie." Spike forced back the tears that threatened to fall. He felt so ashamed that he flagrantly ignored Twilight's feelings on the matter. He knew Twilight better than the others, he should have known better.

"Don't feel ashamed. You care about Twilight." Naruto said as he placed a comforting hand on Spike's shoulder. "You were only doing what you thought would help her. All you can do now is to be here for her." Naruto realized that despite Spike being known as a baby dragon he was anything but a baby. He was a deal more mature than Naruto expected for someone of his age.

"What about you? Are you really going to go through this? That could be dangerous. What happens if the Ursa goes on a rampage?"

"I won't allow that to happen. I have a plan, that's why I challenged her for tomorrow and not today. "

Spike simply just nodded. "Alright man just be careful."

"I will." Naruto said as he got up and made his way out of the library. He was sure by now the others had checked his home and his other usual haunts. He knew he would need to go someplace he wouldn't be disturbed or where they would try to stop him from challenging Trixie. The blond found a nice place near the forest and began to meditate.

"This is rather foolish Naruto. From the information you have gathered from those Ursa creatures nothing short of a grand warrior or an adult dragon can hope to fight those creatures. You are still a ways off to completely recovering your strength."

"I don't have much of a choice Kurama. I know it's dangerous, but I don't plan on fighting the Ursa. Worst case scenario I'll rearrange the Everfree forest with some of my Jutsu to trap it. I'm more than sure she'll chicken out. I'm not the kid I once was I'll be careful."

"Very well, just try and keep in mind what's at stake if something goes wrong."

Naruto accepted the words as he continued to meditate and waited as the passage of time continued. He opened his eyes and noticed it was night time. He wondered just how much time had passed. The sound of tumorous noise echoing drew his attention. As he took a moment to listen he realized much to his horror the sound was traveling towards Ponyville.

Trixie was relaxing on her bed as she was thinking about this afternoon's performance. The sound of banging on her door drew her out of her thoughts.

"Great and Powerful Trixie! You've got to help us!"

"Yeah, vanquish the creature so we can watch!"

Trixie let out a growl as she swung open the door. "What do you two want!? Can't you see Trix…" she trailed off as she saw a massive transparent blue ursine in the distance. It had saliva dripping from its mouth and look every bit of dangerous that creatures of its class was emphasized.

Needless to say, Trixie was shocked. "Wait! You brought this here? Are you out of your little pony minds?!"

"But…you're the Great and Powerful Trixie!" Snips reasoned.

"Yeah, remember?" reminded Snails. "You defeated an Ursa Major!"

"You imbecilic colts!" she snapped as they both recoiled. "I'll…I'll handle this." Though hesitant and fearful Trixie knew that if she ran away from the predator the situation would be worse. Summoning up her magic she quickly summoned ropes from her caravan and the nearby area. She used one set of ropes to quickly tie shut the maw of the creature and the rest to tie up its limbs. Its arms tied to the building while combining several of the ropes in a knotted formation to tie up its leg. She let out a relieved sigh and smiled thinly. "Piece of cake."

With a burst of effort the ropes were snapped to pieces by the creature's impressive strength.

"Aw, come on, Trixie!" Snips complained.

"Stop goofin' around and vanquish it, eh." Snails added.

Trixie shuddered, gave another gulp, and then had another go at it. This time, her magic called up a storm cloud that cracked out lightning but only over the Ursa to completely ignore.

"Well, that was a dud." Snails said.

"Yeah!" Snips agreed as he then gave a raspberry. "Come on! Where's all the cool explosions and smoke and stuff like earlier, you know?"

"YOU SIMPLETONS! TRIXIE LIED OK!"

The Ursa let out a bellow of rage as it stomped forward. With yelps of panic they dodged out of the way only for the creature to smash Trixie's home beneath its feet.

"No!" Trixie wailed as the place that was her home was reduced to mere broken pieces of trash heap. Bellowing in rage Trixie's horn flared to life as she picked up every sharp or blunt object she could and hurled it at the beast.

Everything. Everything she had fought for. Everything she had worked for. Her self-worth. Her image. That Caravan to which she paid for signified her struggle and it was gone now. Trixie much to her horror realized her attacks were only irritating the Ursa not to mention it was much faster than its size dictated. She then her best to leap out of the way only to be caught by half of the creature's paw and send flying like a rag doll.

Pain. Nothing but pain coursed through Trixie as it felt like her body wouldn't move.

Trixie found herself paralyzed in fear. The Ursa Major hovered over her, paw raise as it readied to end her life. Trixie started to cry, tears forming in her eyes and streaming down her distraught face. "Please help! Anypony!" she begged. As the paw came soaring down Trixie closed her eyes, praying for her death to be quick.

Suddenly she found herself scooped up. A sudden jolt, signifying a landing stirred Trixie from her terrified state. She opened her eyes only to see the face of the very stallion from this afternoon. "You…" He set her down nearby as several ponies came running up.

"We don't know the extent of her injuries so someone get her medical attention." Naruto then turned to Bulk Biceps, a muscular Pegasus dressed in workout gear that was as tall as Big Mac but with his body covered in thick layer of bulging muscle and tiny wings. The other was the lime green mint mare known as Lyra Heartstrings dressed in a jean skirt and black hoodie. "Bulk, Lyra, we need to buy the members of the town some time. We need to hold out until help arrives." He ordered as the two joined him.

The sound of the Ursa's roar drowned out the screams and terror of the citizens as the creature continued to invade their town. Everytime the creature attacked Lyra threw up a barrier to cushion whatever she could of the town while Naruto and Bulk who draw its attention in an effort to lead it away from the town.

Much to Naruto's ire the creature's hide was proving to be rather tough. Hand to hand techniques were useless in his current state and he didn't have any weapons. It would take something more along the lines of his most devastating jutsu techniques but that would cause a great magnitude of damage to the town not to mention the possibility of ponies being caught up in it in the ensuing panic.

"NARUTO!"

Naruto turned to see Spike and Twilight running up. "You two get out of here! Its too dangerous!"

"How is an Ursa even here?"

"We can worry about that later, what matters now is getting that creature out of here."

"I can't stop it anymore!" Lyra shouted as she threw up another barrier, sweating cascading down her face when the creature's paw struck her barrier causing it to shatter and causing the mare to fall back from the force of the magical backlash.

"Bulk!" Naruto shouted as the Ursa scored a lucky hit sending the Pegasus flying straight into the hardware store. "Damnit! How are we supposed to stop a thing like this?"

As much as Twilight feared rejection she knew it she didn't do something there wouldn't be anypony left to reject her. Twilight finally got herself ready and used her magic. She used her magic to guide the wind along cattails to create music. It was very soothing.

"Twilight?" The sound of the music drew Naruto's attention to which he sent back to the Ura whom became tired and agitated from the sound of the music.

"Nice use of number sixteen." Spike noted. . Twilight then used her magic to grab the water tower and poured out the water. The tower then goes through the barn.

Twilight then used her magic to place a cap for the tower. Finally, the music manages to subdue the Bear. Twilight then uses her magic to levitate the bear out of town and back through the forests and into a cave. With the threat of the Ursa gone the panicked masses began to come out from their shelters that were created for such emergencies. The citizens of the town cheered.

The other Bearers gathered around Twilight to praise the Unicorn for saving the town.

"Unbelievable!" Rainbow Dash said in awe.

"That was amazing!" Spike said.

"Heavens to Betsy! We knew you had ability, but not that much!" Applejack stated.

"I'm sorry. Please, please don't hate me." Twilight fearfully pleaded as she dreaded her insecurity would come to life.

"Hate you? What are you talking about?" The bearers shared a look of confusion.

"Why, whatever do you mean, darling?" The fashionista asked.

"Well…I know how much you all hated Trixie's showing off with her magic tricks, and I just thought…"

"Whoa, whoa, whoa." Rainbow interrupted. "Magic's got nothing to do with it. Trixie's just a loudmouth."

"Most unpleasant." Rarity added.

"All hat and no cattle." Applejack finished.

"So…you don't mind my magic tricks?" Twilight asked.

"Your magic is a part of who you are, sugarcube, and we like who you are." Applejack assured her. "We're proud to have such a powerful talented unicorn as our friend."

"And after whuppin' that Ursa's hindquarters, we're even prouder." Rainbow Dash.

Twilight gave a smile. "You are?"

"Wow, Twilight! How'd you know what to do with that Ursa Major?" Spike wondered.

"Well that's what I was doing when I woke up this evening. I was so intrigued by Trixie's bragging that I was compelled to do a little reading up on them."

"So it is possible to vanquish an Ursa Major all by yourself?"

"Actually, that wasn't an Ursa Major. That was an Ursa Minor."

"Oh wow, I take it we don't even want to know what a Major is like right?" Naruto guessed to which Twilight nodded. "What would have even caused it to show up here if it was just a baby?"

"I can only assume that it was cranky because someone woke it up." Twilight guessed as she gave the blond a questioning look.

"I assure you Twi my intent was to force Trixie to prove her boasts. I spent this evening meditating I didn't even go into the forest." Naruto promised.

"Then who could have…" she trailed off as a bellow of sadness drew their attention.

"My caravan. Can't believe this…" Trixie looked absolutely heart broken. Despite how much of a pain she was no one deserved to have their equivalent of their home destroyed.

"Well maybe you should have been boasting!"

"Yeah this is Karma!"  
Several other sentiments were mirrored.

"Hey don't you think that's a bit much?"

"She was annoying but that was her home. That's kind of cruel?"

Thankfully some of the citizens had enough sympathy to argue against this way of thinking.

"Look what happened to our town!"

"Yeah if she never showed up the Ursa never attacked."

"Yeah I bet she led it here to try and showed it off!"

"Me? ME!?" Trixie cried out in outrage as she shot up, her eyes sparkling with magic. "TRIXIE DID NO SUCH THING YOU INSUFFERABLE SELF RIGHTEOUS HYPOCRITES! IF YOU WANT SOMEONE TO BLAME THEN BLAME THE TWO BRATS WHO HAD THE BRIGHT IDEA TO BRING AN URSA INSTEAD OF BLAMING TRIXIE!" She roared as she shot a finger in the direction of Snips and Snails who shied away in guilt.

"Snips? Is this true?" Asked an older stallion from the audience he looked to be in his forties, average height and was rather muscular in contrast with his portly son. He shared the same coat color, but with Gamboge colored mane and jet black eyes. Strong Steel was the town's Blacksmith and a stallion who was none for his no nonsense attitude.

With Snips looked down in shame they realized Trixie was telling the truth.

"So Trixie was bragging? So what? That give you lot to try and ruin my show? If you did not like my bragging you could have simply just left or ignore it. Trixie was just merely fulfilling her purpose and earning her living. I swear it Trixie will return." With that she conjured a burst of smoke to hide herself from view. When it cleared, she could be seen running out of town.

"Why, that little…" Rainbow Dash was about to take off, intending to pursue, but was stopped by Twilight.

"Just let her go." The purple mare said. "Maybe someday she'll learn her lesson."

"This shouldn't have happened. We should have been able to avoid all this."

"Yeah if she…" Rainbow Dash began to bad mouth Trixie once more when Naruto cut her off.

"No Rain!" he sharply remarked. "Both sides are at fault."

"What? You can't be saying it's any of our faults that this happened?" Rainbow Dash reverently rebuked the stallion's statement.

"Yes, it is. I understand why you all are upset. I'm not defending Trixie's actions, her attacking the three of you during her performance was way out of line, but the three of you should have been more matured about it. So she was boasting and bragging? So what? She's a showmare. That's her talent, that's her life's ambition and while people like that can be grating did trying to smash her ego justified what happened?" he asked as he gestured to the down. Everypony looked around and winched upon seeing how many buildings were destroyed by the ensuing outcome. Several businesses were going to have to close down for a few days not to mention the town's money was already stretching thin from having to pay for the injuries and damages from the Nightmare Moon incident. "Her career, she could lose it and she lost her home as well. Can you answer me this? Were your intentions noble in that you wanted to help her see the error of her ways and how it could help her or were you doing it because what she was doing was bothering you personally?"

They tried to come up with anything or any argument to refute what Naruto was saying only to realize he was right. Trixie was an arrogant braggart but no one deserved losing their career or their home. Hell if they wanted to be technical Rarity technically did damage to the mare's private property.

"We get it, we aren't exactly innocent either." Applejack reluctantly answered.

"We should have handled the issue with more maturity then we did." Rarity added, feeling ashamed she let herself be baited like some school age filly.

"Hey, if she's willing to apologize for attacking us during her show then we'll settle this issue." Rainbow Dash added.

Naruto let out a relaxed sigh. "Good, hopefully this is an issue we can avoid again. Now we have to focus on fixing up our town."

Mayor Mare than began to calling out to everypony, calling an emergency town meeting to begin making plans on how to manage their resources to repair their town. Snips and Snails meanwhile were being dragged home by their furious and embarrassed parents. There was a real possibility that Hard Steel and the others could lose their business if not their life savings in an attempt to help repair the town out of a sense of responsibility they felt for their children's actions.

"I'm sorry."

Naruto turned and to his surprise it was Twilight. "What are you apologizing for Twilight?"

"You were right; I should have never doubted our friends. I should have known better…I…" She was caught off guard as Naruto flashed Twilight a warm smile.

"It's okay Twilight. When you're ready to talk about it I'm here to listen. In fact I'm sure the others would be happy to learn more about you as well. We're here for you no matter what. Don't blame yourself for why this happen. The others did what they did out of a sense of pride and they could have chosen to walk away, but like I said earlier I am not excusing Trixie's actions. She is just as responsible and could have handled the situation better, but she maliciously attacked and belittled our friends for her own egocentric reasons. So don't hold yourself responsible for what happened. We wouldn't be good friends to you if we forced you to do something you weren't comfortable with. So when you're ready come to us ok?" he finished as Twilight simply nodded, feeling a great deal of pressure being lifted off her mind.

The following morning Twilight Sparkle began dictating a letter to Princess Celestia.

"Dear Princess Celestia, I have learned a very valuable lesson about friendship.", the letter went as follows. "I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off especially when you're standing up for your friends. I also learned another lesson in the form of having faith in my friends. That I have to be willing to trust them in order to build stronger bonds with them and be willing to open my heart up to them to give them the chance to show they care instead of being irrationally fearful of the possibility of being hurt."

"So…" Spike with the mustache from spell twenty five came up after he finished writing the letter that Twilight dictated. " …you finally admit that you're the most talented unicorn in all of Ponyville?"

"Well…" Twilight gave a smile. "…yeah. But it's nothing to brag about. So, uh, how did it go with Rarity?"

Spike groaned, fingering his facial hair. "She didn't go for the mustache.

Twilight waked over to him, "You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself."

"Or…maybe the mustache wasn't enough. Maybe if I had a mustache and a beard."

Twilight groaned. "Not this again!"

"Okay. Imagine me with a nice long Fu Manchu-type beard. Or maybe a goatee…oh, no, a soul patch!"

Meanwhile deep in the Everfree forest Trixie began to stir. She opened her eyes and looked around, wondering just where in the Tartarus she was. Last thing she remembered she was running from a Manticore whose hunting grounds she had stumbled across and the next thing she knew was darkness. "So you're awake?"

Alarmed Trixie turned to see another mare, a Unicorn standing at the entrance of the cave. "W-Who are you? How did Trixie get here?"

"You were lucky I stumbled across you. I saved you from the Manticore. Allow me to introduce myself, my name is Night Shade. I didn't think many were foolish to travel into the Everfree without preparations."

"Trixie is no fool!" she angrily snapped. "She…she's just down on her luck. Those rotten ponies in Ponyville ruined everything. Those stupid hecklers, that infuriating stallion and that damn lavender mare. They ruined everything."

A menacing smile formed on Night Shade's face. "You wouldn't happen to mean Twilight Sparkle would you?"

Trixie's eyes widened in surprise. "You know of her?" She narrowed her eyes. "Are you from Ponyville as well?" she asked as Night Shade sneered in disgust.

"From that Mud Ponies town?" she spat out. "Don't make me laugh." Trixie winced slightly at the racist term. She wasn't a tribalist and wasn't comfortable with such ideals. Night Shade caught herself, realizing she could be alienating a potential ally.

"Sorry, parents were rather traditional and it kind of rubbed off. Let's get on another subject matter. I understand your dislike of the Ponyville ponies. They also ruined something important to me and I want my revenge as well? Miss…?"

"Trixie," The showmare answered. "How do you plan on getting revenge?" considering her anger and sadness was still fresh Trixie was easily swayed at any idea to get back at the town.

"Tell me Trixie, have you ever heard of a magical artifact by the name of the Alicorn Amulet?"

000000

Naruto was intently working on the private portion of the biographies while Spike and Twilight were upstairs. There were certain incidents in their past that some of the bearers weren't comfortable speaking about but Naruto knew because he knew them longer. So the latter decided to take Spike upstairs and put the time to practical use while Naruto worked on the bios.

Naruto bid farewell to Pinkie Pie as she left, returning back to the table to finish the biography. Glancing over it Naruto was satisfied that everything was in working order. "Twilight I'm done!" Naruto called upstairs. A moment later Twilight and Spike were walking down the stairs.

"So did you get what you needed?" Twilight asked as Naruto then glanced at Spike noticing his moustache before turning back to Twilight. He shook his head deciding that he wasn't even going to ask.

"So cool stache right?" Spike asked Naruto as he was proudly stroking the edges between his clawed fingers. "Say enough to impress a lady?"

Naruto fought back his urge to laugh. "I do have to admit that is a pretty nice moustache." To be fair it really was. "Though the men in my family are more partial to beards especially my ancestral grandfather I wish I had a picture to show you, but I only heard legends about it." No kage's hair was ever as epic as the Uzukage of course. "Why don't we go into town? Its around lunch time, my treat."

"Sure that'll be nice." Twilight answered as the three of them strolled towards the front door grabbing her key out of her bag as they walked out of the door. Twilight locked the door behind them as they entered the busy Ponyville streets.

The three of them were walking down Ponyville's busy streets.

As they made their journey they ran into a few other ponies. "Hey there Turner." Naruto called out to an Earth Pony stallion. The stallion was five foot ten with a rather slim build for an Earth pony. As always Time Turner dressed in nice clothing, a charcoal black single breasted 1 buttons, slim fit suit with shawl lapel, center vent, flat font pants that were textured solid. Considering his dark amber mane and tail along with Grayish amber coat and pale light gray cobalt eyes it gave him a devilish handsome look.

"Naruto, Miss. Sparkle, Mister Spike…" he greeted them absentmindedly as he continued to gaze at the clock in his hand. "…justments…seventy-twenty." He seemed to murmur.

Naruto shook his head as he was used to the eccentric nature of the stallion. As they continued their trek Spike once more praised Twilight for her amazing ability to pick up spells. Naruto himself had to admit twenty-five spells in a single day was rather impressive.

It was pretty much commonly accepted that beyond Telekinesis most Unicorns be able to learn spells not connected to their special talent was rather difficult. It had almost become a common belief that it was nearly impossible to do so seeing as it was rare for Unicorns to be trained in advanced spells or battle magic outside of becoming a scholar or joining the military. Because one's innate magic was closely connected to their talent there was only a small turnout of Unicorns joining Equestria's elite magical circles.

"Gangway!" a voice came. Naruto noted whoever spoke didn't seem to be bright as the three turned to see two young young unicorn colts in full gallop.

The shorter and chubbier of the two was bucktoothed, had a light blue-green coat, messy yellow-brown mane, and a pair of scissors on his hand. He was wearing a simple green shirt that hovered over his chubby stomach, shorts, and tennishoes.

The other, taller and thinner, had a yellow-tan coat, bird catcher spots near his eyes, and equally unkempt light green mane that are slightly longer than his counterpart. He was also wearing jean shorts, a black t-shirt under suspenders with the cutie mark of a snail on his hand. Both of them had beady black eyes and the shorter of the two sported thick brown eyebrows as well. They both looked to be around the Cutie Mark Crusaders age.

"Comin' through!", the taller colt added as they barreled past with enough speed to blow the mare and stallion hair sideways while Spike found himself being bulldozed along on the shorter colt's head.

"Snips! Snails! What's going on?" Spike asked them. They answered by skidding to a stop, throwing him clear.

"What, haven't you heard?" The taller colt, Snails, said as Spike crashed somewhere. "There is a new unicorn in town!"

"Yeah!" Agreed the shorter colt, Snips, as he bounced on his hooves as if he was high with sugar. "They say that she's got more magical powers than any other unicorn ever!"

As Snips spoke, Twilight and Naruto approached the two colts as Spike did the same as he rubbed his head. "Don't you two think you're being a bit enthusiastic?"

"You two obviously heard wrong," Spike scoffed. "That honor goes to Twilight here." As he raised an arm to her, she smiled and blushed at the praise.

Naruto couldn't help but silently agreed. If not now then Twilight was definitely going to have to earn that honor. "Where is this unicorn?"

"Oh, she's in the town square." Snails answered. "Come on!" He then galloped off.

"Yeah! Come on!" Snips agreed as he followed with an excited yell as Twilight, Naruto, and Spike raced after him a moment later.

In front of the town square pavilion there was a wagon trailer set up front, presenting its side to the sizable crowd gathered before it. Naruto could hear head a female voice ringing out over the scene, sounding very dramatic and over the top, as he, Twilight, Spike made their way to the front. Twilight's friends were at the front of the crowd.

"Come one, come all!" The voice dramatically announced building up anticipation and drawing attention. "Come and witness the amazing magic of the Great and Powerful Trixie!"

During this line, the trailer reconfigured itself. One, the side wall flipped down to become a stage backed by a dark blue curtain, and two wings folded out to extend its length. Two, the ends swung out, exposing three brass horns mounted on each. Three, the roof popped up and several bits of overhead scenery extended over the stage: rocket, planet and stars, spiral, stars, and magic wand. Then, a blast of glittering blue smoke went off on the stage.

Naruto's eyes widened and a deep blush covered his cheeks when the performer showed herself. She was a unicorn, an attractive one around Rarity's height with a stylized cornflower blue body mane with both ends going opposite lengths, but curling upwards slightly like the end of a tail. Her horn was about the size of an average unicorn horn sharing the same coloring as her brilliant azure coat.

Her outfit consisted of lavender boots with the design of stars on them as well as a lavender magician's cape and hat decorated with star symbols. She wore a white corset top under an open lavender mini jacket as well as a dark lilac mini skirt that stopped just below her knees with the cerulean blue straps of a thong hanging on her hips. As such her cutie mark, a star-tipped wand spreading stardust was revealed.

Trixie has just made her grand arrival, prompting awed murmurs from the crowd.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" She boasted as fireworks erupted from the stage, but Rarity seemed to be far from impressed.

"My, my, my." Rarity remarked. "What boasting."

"Come on." Spike began as he craned his head and once more began to rant. "Nopony's as magical as Twi…" He then nearly had a fit upon realizing that he was speaking to the mare he wanted to impress with his mustache earlier. "Twi…Twi…oh!" He then blushed a bit, as he cleared his throat. "H-Hey, Rarity, I, uh…mustache!" he then ran off in a panic as his two companions took his place.

"There's nothing wrong with being talented, is there?" Twilight hesitantly asked the blond. Seeing the expression on some of the ponies she was starting to feel a bit worried.

"Nothin' at all…" Applejack assured her, joining the group as she eyed Trixie, who conjured up a bouquet of flowers. "'ceptin' when someone goes around showin' it off like a school-filly with fancy new ribbons!"

"Just because one has the ability to perform lots of magic does not make one better than the rest of us." Rarity added.

Naruto was a bit surprised at his friend's reactions. Sure, he could understand why some ponies didn't like others boasting about them being better than them, but the mare was an obvious performer and they sometimes tended to brag.

Twilight hunched down and let her ears droop sheepishly; the words of her friends didn't do anything to ease her anxiety. Considering she wasn't close enough yet to have intimate knowledge on her friends she was concerned with how strong their bond was.

Rainbow Dash chose that moment to speak up."Especially when you got me around being better than the rest of us!" She said with a chuckle, then stopped herself as Applejack glared daggers at her. "Uh…I mean…yeah, uh, magic, schmagic! BOOOO!" She gave a sidelong glance at the still-disapproving farmpony.

Naruto shook his head. "Rain we all know you're the town's foremost boaster." He playfully took a shot at his friend. "Besides…are you really going to…" He began trying to smooth things over when Trixie's voice echoed over the area.

"Well, well, well." She announced, using a spell to project the volume of her voice. "It seems we have some ne-e-eigh-sayers in the audience." Her eyes roamed the crowd and she stuck up her nose. "Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie?" There were assorted reactions of disgust, annoyance, confusion, and awe from everypony, the last of which came only from Snips and Snails. Most of the town being comprised of Earth Ponies have either dealt with, heard, or were taught by their family the prejudices between the tribes their ancestors dealt with.

Just as Stallions were treated as second class citizens for breeding as quite some time, Earth Ponies were treated as slaves by several clans for many centuries across the continent. This practice was used more by Unicorns by a sizable margin then Pegasi with a small percentage of slave owners being other Earth Ponies themselves. These were just some of the many practices abolished when the nation of Equestria fell under the rule of the Royal Pony sisters.

It was this type of behavior that always stirred up bad blood and encouraged the Tribalist mindset. While Tribalist behavior was almost unheard of in a town like Ponyville being a town that always had members of the three tribes from its early history despite being founded by Earth Ponies it was impossible to say that there haven't been those who have traveled and settled to the small town hadn't carried those beliefs with them.

"Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" At this point her bragging was crossing into outright arrogant territory, but despite how annoying it was this Trixie wasn't breaking the law. While a lot of ponies didn't appreciate that trait one couldn't punish somepony for bragging.

Then again a good deal of the nation was still unaware of the specifics of the Nightmare Moon incident. She wouldn't be boasted If she knew the Element of Magic was in this very town.

Rarity of all ponies gave a raspberry. "Just who does she think she is?" Spike then elbowed up between her and Twilight.

"Yeah." Spike agreed, "Since we all know that Twilight here is—"

"Spike, shhh!" The purple unicorn then pushed him well away from the spectacle for a private chat and both kept their voices down.

"What? What's wrong?"

"You see the way they reacted to Trixie? I don't want anyone thinking I'm a showoff." Once again, the performer's fireworks went off, more energetically than before.

All of a sudden, Rainbow Dash then flew into the stage, fed up by Trixie's stunts. "So, Great and Powerful Trixie, what makes you think you're so awesome, anyway?" Rainbow Dashed sarcastically asked her.

Trixie answered by putting a hoof to her face with a disdainful laugh, then spoke with mounting fervor. "Why, only the Great and Powerful Trixie has magic strong enough to vanquish…the dreaded Ursa Major!"

Fireworks blasted from the horns at one end of the stage, decorating the sky with the outline of a huge bear whose forehead is marked with a starburst. There were gasps and murmurs all around.

"What?!" Snips gasped.

"No way!" Snails gasped.

"When all hope was lost, the ponies of Hoofington had no one to turn to..." Trixie continued her story as a figure of herself then approached the Ursa, wand at the ready. As she continues, it stood pat before the beast's swipes and cast a spell, causing it to fizzle out and disappear in a shower of sparks. "But the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave, deep within the Everfree Forest!"

An Ursa Major? That was clearly a lie. Nothing sort of an entire unit of the guard or one of Equestria's Arcana mages could hope to take on an Ursa Major and come away unscathed. Their massive size and strength classified them among the highest class of species based threat.

"Suh-weet!" Cried out the two colts.

"That settles it!" Added Snips.

As the magician stood proudly, Snails walked closer to the stage and gestured to her as he spoke. "Trixie truly is the most talented, most magical, most awesome unicorn in Ponyville!" he said.

Snipped popped up next to him. "No! In all of Equestria!" At that time, Twilight and Spike had returned to the crowd.

"How do you know?" Spike objected. "You didn't see it! And besides, Twi—" He was cut off as his mouth was literally zipped shut by the unicorn he was about to mention.

"They're just children, Spike." Naruto informed him as he tried to appease the dragon. "They don't know any better."

Trixie gave out a laugh. "It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville!"

"Don't believe the Great and Powerful Trixie? Well, then, I hereby challenge you Ponyvillians. Anything you can do, I can do better. Any takers? Anyone, hmm?" There was no answer from anypony. "Or is Trixie destined to be the greatest equine who has ever lived?"

Once more came another fusillade of fireworks, the most elaborate so far, after which Spike unzipped his lip and threw himself at Twilight's hooves, sobbing.

"Please! She's unbearable! You gotta show her! You just gotta!"

"There's no way I'm gonna use my magic now, Spike." she was answered. "Especially since—"

She was cut off by Trixie as she scanned the crowd. "Hmmm…how about…you?" She then pointed at Twilight, who swallowed hard.

After pointing at the purple unicorn, Trixie strode confidently toward the edge of the stage.

"Well, how about it, hmmm? Is there anything you can do that the Great and Powerful Trixie can't?" she dared.

"I, uh, I… " Twilight began to stammer.

Before an answer could be given, Applejack spoke up. "That's it! Ah can't stand for no more of this!"

"You show her, AJ!" Spike called out as the farmpony walked up on stage.

"Can your magical powers do this?" Applejack began her 'performance'. She twirled a lasso around herself at floor level with her tail. She hoisted the loop clear of the boards, and then worked it forward and backward. There was a chorus of "oohs" from the crowd.

An expert flick of the blond tail then sent the lasso flying to snag an apple off a tree. The rope loosened on the return trip so that the fruit landed squarely in her mouth. After a quick chew and swallow, the crowd voiced its approval.

Applejack then turned to face Trixie. "Top that, missy!"

In response, the magician's hat began to glow in the same color as Trixie's eyes. "Oh, ye of little talent." Her hat was then lifted clear of her head, fully exposing her horn and mane, the latter of which curled slightly. "Watch and be amazed at the magic of Trixie!"

One end of the now-untied rope began to glow in the same aura as it sinuously off the stage, just like how snake charmers do it. It swayed back and forth before Applejack's face, catching her attention as the other end of the rope pulled a second apple from the tree. The first end then lashed toward Applejack's hooves and hogtied her, briefly lifting her upside down off the stage before dropping her on her back. Then, once she fell on the stage floor, the apple was stuffed whole into her mouth.

The crowd laughed and cheered as the farm pony hobble-hopped away.

Naruto rushed over to the farmer and began undoing the ropes. "AJ you okay?"

"Yeah, just mah pride is bruised."

"Why did you go and challenge her?"

"Well someone had to shut 'er up."

"I don't like her attitude either, but what good would it do to drag yourself down to her level. After a day or two she'll be on her way. " Naruto reasoned, he was downright annoyed, but he didn't want to cause an incident. This performer wasn't worth it. Naruto clutched his fist as he found himself growing steadily angrier, but kept his cool. He couldn't believe some of the members of the town were actually cheering.

"Once again, the Great and Powerful Trixie prevails." The Unicorn declared. Just then, Rainbow Dash flew right up to Trixie's face.

"There's no need to go strutting around and showing off like that!"

"Oh?"

"That's my job." Rainbow then went off into a speeding charge and set a windmill spinning at an insanely high speed as she grabbed one vane. The machine then pitched her skyward when she let go; punching neat holes through a long row of clouds. The self-assured aviator hovered briefly before the sun so that it silhouetted her form.

Her next move was a screaming dive that carried her through the holes she punched and down to the same windmill, a few droplets of moisture following her from the clouds. When she repeated the grab-release maneuver, the vanes flung her straight back to the stage, where she skidded to a stop and let the trailing droplets scatter off her back, resulting in a small rainbow forming over her head.

"They don't call me 'Rainbow' and 'Dash' for nothing."

Once again, the crowd cheered from the display while Trixie seemed unperturbed. "When Trixie is through, the only thing they'll call you is 'loser'!"

Her horn then glowed as she shot a beam at the rainbow, making it wrap its creator up in a little tornado and carry her yelling into the sky. The cyclone veered madly in all directions before hitting the ground upside down and flying away.

Rainbow wound up lying on her face in the dirt, her eyes jittering and her body bent upward as if sprawled against an invisible wall. "I think I'm gonna be sick."

"Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie." On the end of this, she cast another spell as Rainbow got upright and fumbled her way to the crowd. A black cloud appeared overhead and zapped the pegasus in the plot with a lightning bolt. There was laughter from more of the crowd.

He knew Rainbow Dash could be tough to deal with at times and rather abrasive, but how could some of these ponies turn their back on her? Same with Applejack? The bearers were heroes, the bearers were the reason that they could even stand around and watch this travesty of a show.

That was far from better, she was now being vindictive.

"What we need is another unicorn to challenge her!" Spike said as he elbowed Twilight's side. "Someone with some magic of their own?"

"Yeah!" Rainbow agreed as she moved towards Chronicle. "A unicorn to show this unicorn who's boss!"

"A real unicorn-to-unicorn tussle!" Applejack added as Spike eyed Twilight expectantly.

"Uh…" the purple unicorn uttered still terrified at the prospect of coming off as a showoff.

Rarity then stepped up. "Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but I conduct myself with beauty and grace."

"Ooh, what's the matter?" Trixie taunted. "Afraid you'll get a hair out of place in that rat's nest you call a mane?"

'Aah hell,' Naruto thought as he knew what was going to happen next. Naruto inwardly cursed at the fact that he made friends with ponies as stubborn as him.

"Oh, it is on!" Naruto moved between the stage and the mare. "Naruto? What are you doing? Out of my way so I can show that mare some proper manners."

"Rarity don't do this. You saw what she did to Applejack and Rainbow Dash. Trust me you have to walk away."

Rarity while still steaming could not adhere to Naruto's request. "I will not allow this braggart to harm our friends. Have faith in me."

Naruto wanted to argue but he couldn't come up with any other reason. Rarity was too stubborn to convince and nothing short of him physically forcing her would change her mind. It wasn't like this was life threatening or anything, but merely a pissing contest over a matter of pride.

Now onstage and circling Trixie, the aspiring designer regained the bulk of her composure. "You may think you're tough with all of your so-called powers, but there is more to magic than your brutish ways. A unicorn needs to be more than just muscle." Her horn proceeded to glow as she 'pulled off' the curtain. "A unicorn needs to have style." The curtain then wrapped itself into a tight whirl around her body, and a flash clears it away to show the results. She now wore a blue gown trimmed in gold, which now rested over her previous outfit, and her mane has been styled into a tall bouffant.

Over the crowd's "oohs", she continued, "A unicorn is not a unicorn without grace and beauty." Trixie just smirked and readied herself for another spell.

"Rarity won't let Trixie get the best of her!" Spike said in a love-struck manner. "She's strong, she's beautiful…" There came a flash and his eyes widened in disbelief. "…she's…" His jaw then dropped, the crowd mirroring his sentiments in face and voice.

"QUICK!" Rarity panicked. "I NEED A MIRROR! GET ME A MIRROR! What did she do to my mane? I know she did something terrible to my mane!"

Twilight was trying not to laugh as she answered, "Nothing."

Rainbow Dash was doing the same. "It's fine."

Applejack was feeling unsettled. "It's gorgeous!"

"I hardly notice a thing." Naruto quickly lied as his face tightened. He knew how…emotional Rarity could get over such things.

Spike was stunned. "It's green." Instantly, the others glared at him. "What?"

Rarity's mane was indeed green, and in two different shades at that. It was also a piled-up mess, with a twig and a few berries caught in it, as well as a couple of tails protruding from the uppermost reaches.

"No! Green hair! Not green hair!" Rarity lamented as she dashed through the crowd, shuddering. "Such an awful, awful color!"

As she sobbed and galloped away, she bypassed Golden Harvest, who decided to try a new mane style by dying her hair green.

"Well, I never!" she cried out in offense.

Between seeing Rarity run off crying and the laughter of the crowd caused Naruto to snap. "ENOUGH!" He roared, unable to keep his composure and unintentionally letting out what most ponies likened to blood lust.

"So, you all think this is funny, do you?" he snapped as he settled on the members of the crowd being sucked in by the incident. "You all have some nerve. They risked their lives in the Everfree to help save this town. Heroes many of you have known for years and grew up alongside and this is how you repay them? You laugh at their embarrassment? And here I thought we were a town of love and tolerance who always supported our own. What a joke!"

Everypony was shocked at Naruto's change in demeanor. A good deal of them had known the blond for months and knew him as a loyal and supportive pony who was always willing to help anypony. Upon reflecting on the stallion's words many of them wore looks of shame upon realizing that he was right.

He then turned his heated gaze on Trixie. "And you…being boastful and arrogant, I can put up with that, to a point but I will not let you bully my friends any longer. Going as far as inflicting physical pain against ponies for the sake of your ego. You're nothing but a Great and Powerful coward!"

The crowd went perfectly silent. Recovering from her shock, Trixie matched Naruto's glare. "Is that so? Care to challenge me and put your bits where your mouth is?"

"Yeah, I do." Naruto's back was to the crowd, leaving only Trixie able to see the sharp expression on the stallion's face. For a moment she thought her mind was playing tricks on her. Confirming that the blond's eyes were Cerulean and not crimson she discreetly swallowed and put on her confident sneer.

"What are your terms? Trixie is confident she can defeat you in anything."

"Then I challenge you to an honor duel."

Hushed whispers started to break out as a result of this. An Honor Duel was similar in concept to a Trial by Combat without a loss of life. Both parties would wager something of value to those involved. Like a trial by combat the terms had to be set beforehand and one can even elect a champion in their place.

"Tomorrow afternoon we go to the entrance of the Everfree Forest. The first one to head in and return back with fresh Ursa Major fur seeing as there is an Ursa den inside the forest."

For a brief moment Trixie's haughty experience was broken. An Ursa den? Was this pony insane? Either way the stubborn mare could not allow this pony to show her up and damage her pride. "Very well."

"Those who want to see the winner can wait at the outskirts by Fluttershy's cottage." Naruto was pretty sure the mare would have been thoughtless and tried to invite members of the town along to watch her greatness and he decided to nip it in the bud. "If I win you apologize to my friends."

"And if Trixie wins, well," she gave the blond a glance over. "…well she could always use a servant to pull her cart."

The gathering of ponies muttered to each other as the Mane Six and Spike glanced worriedly at one another. "I'll be waiting, Trixie," Naruto intoned as he began leaving the area.

Trixie stared at the spot where the stallion scoffing haughtily. "Well, it seems my afternoon performance has been cancelled. But don't worry; tomorrow's performance will be twice as grand!"

00000000000000

Twilight and Spike eventually returned to the library to see Naruto right back where he had been earlier that morning, wrapping up the scrolls and finished them for preparation. "The scrolls for Rarity, Pinkie Pie, and Rainbow Dash are ready." He looked up to see Twilight's worried expression.

"You weren't serious about the challenge were you? You can't be thinking of going after an Ursa Major."

"Twilight's right man, even I think that's crazy."

"I am serious you two. She attacked ponies I cared about, ponies I considered my family." He slammed his fist into the desk causing her and Spike to wince. "All I can think about is how I stood by while three of my friends were humiliated. If someone doesn't stand up to Trixie she's just going to keep doing this to others and someday someone might get hurt."

"T-That's insane! I know you're doing this for the honor of our friends, but an Ursa Major? You will be killed if you go through this foolish challenge."

"Ponies like Trixie only understand things once you break through their pride. The only other way to break her pride is for her to be shown up. You're the Element of Magic Twilight there's no way a mere show mare has half your talent."

Spike grinned as he realized Naruto wanted her to confront Trixie too. He may not have been able to convince Twilight, but Naruto seemed good at these sorts of things. "I already told Spike, no!" Twilight responded. "You saw how the others reacted."

"Twilight what you would be doing and what Trixie are doing is two different things. If you were to open your eyes you would see that." He didn't mean to snap at the mare, he wasn't angry at her, but he was sad that Twilight was still fearful that the others were going to betray her after what they been through. He was beginning to think that this was a deep seeded issue from her past.

"I'm not doing it, and that's final!"

"Okay." He softly answered. "You don't want to do this so I won't bring it up again, but I have to do this."

"Its too danger…" Twilight was cut off when she was suddenly pulled into a hug.

"I'm sorry, I'm supposed to be your friend and I haven't even taken the time to try and learn anything about you. You not wanting to show off, there's a deeper issue there isn't it? You've been hurt before haven't you Twi?" Naruto looked up at Spike and seeing the crestfallen look in his eyes confirmed Naruto's suspicions. "I'm going to come back Twilight and I'm going to start being a better friend." He pulled back and noticed she was crying. "Spike, can you make some tea?" From what he noticed the few things he visited the library Spike seemed to be the one who did all the cooking.

"Y-Yeah…sure." He said as he left the stallion to comfort. He let out a forlorn sigh as he entered the kitchen, feeling rather useless. He didn't want to think about that moment all those years ago. How sad Twilight was when those ponies betrayed her trust and broke Twilight's faith in having friends.

Naruto held Twilight and let herself cry herself to sleep. Later that afternoon he came down and took a seat opposite of Spike. "I know there are things Twilight have to tell me herself right?" he asked as the dragon nodded. "What can you tell me?"

"It broke her heart." He answered as a look of pain flashed across his face. "All I can tell you that a lot of ponies tried to use Twilight because of her status. Some of them, some of them either couldn't remember her name or didn't care. Calling her the 'Sun's Favored Foal' was far more convenient. Twilight, well, you see how she is you know. She's not a bad pony because she favors literature and scholarly pursuits over social climbing. I shouldn't have…I shouldn't have tried to force her to confront Trixie." Spike forced back the tears that threatened to fall. He felt so ashamed that he flagrantly ignored Twilight's feelings on the matter. He knew Twilight better than the others, he should have known better.

"Don't feel ashamed. You care about Twilight." Naruto said as he placed a comforting hand on Spike's shoulder. "You were only doing what you thought would help her. All you can do now is to be here for her." Naruto realized that despite Spike being known as a baby dragon he was anything but a baby. He was a deal more mature than Naruto expected for someone of his age.

"What about you? Are you really going to go through this? That could be dangerous. What happens if the Ursa goes on a rampage?"

"I won't allow that to happen. I have a plan, that's why I challenged her for tomorrow and not today. "

Spike simply just nodded. "Alright man just be careful."

"I will." Naruto said as he got up and made his way out of the library. He was sure by now the others had checked his home and his other usual haunts. He knew he would need to go someplace he wouldn't be disturbed or where they would try to stop him from challenging Trixie. The blond found a nice place near the forest and began to meditate.

"This is rather foolish Naruto. From the information you have gathered from those Ursa creatures nothing short of a grand warrior or an adult dragon can hope to fight those creatures. You are still a ways off to completely recovering your strength."

"I don't have much of a choice Kurama. I know it's dangerous, but I don't plan on fighting the Ursa. Worst case scenario I'll rearrange the Everfree forest with some of my Jutsu to trap it. I'm more than sure she'll chicken out. I'm not the kid I once was I'll be careful."

"Very well, just try and keep in mind what's at stake if something goes wrong."

Naruto accepted the words as he continued to meditate and waited as the passage of time continued. He opened his eyes and noticed it was night time. He wondered just how much time had passed. The sound of tumorous noise echoing drew his attention. As he took a moment to listen he realized much to his horror the sound was traveling towards Ponyville.

Trixie was relaxing on her bed as she was thinking about this afternoon's performance. The sound of banging on her door drew her out of her thoughts.

"Great and Powerful Trixie! You've got to help us!"

"Yeah, vanquish the creature so we can watch!"

Trixie let out a growl as she swung open the door. "What do you two want!? Can't you see Trix…" she trailed off as she saw a massive transparent blue ursine in the distance. It had saliva dripping from its mouth and look every bit of dangerous that creatures of its class was emphasized.

Needless to say, Trixie was shocked. "Wait! You brought this here? Are you out of your little pony minds?!"

"But…you're the Great and Powerful Trixie!" Snips reasoned.

"Yeah, remember?" reminded Snails. "You defeated an Ursa Major!"

"You imbecilic colts!" she snapped as they both recoiled. "I'll…I'll handle this." Though hesitant and fearful Trixie knew that if she ran away from the predator the situation would be worse. Summoning up her magic she quickly summoned ropes from her caravan and the nearby area. She used one set of ropes to quickly tie shut the maw of the creature and the rest to tie up its limbs. Its arms tied to the building while combining several of the ropes in a knotted formation to tie up its leg. She let out a relieved sigh and smiled thinly. "Piece of cake."

With a burst of effort the ropes were snapped to pieces by the creature's impressive strength.

"Aw, come on, Trixie!" Snips complained.

"Stop goofin' around and vanquish it, eh." Snails added.

Trixie shuddered, gave another gulp, and then had another go at it. This time, her magic called up a storm cloud that cracked out lightning but only over the Ursa to completely ignore.

"Well, that was a dud." Snails said.

"Yeah!" Snips agreed as he then gave a raspberry. "Come on! Where's all the cool explosions and smoke and stuff like earlier, you know?"

"YOU SIMPLETONS! TRIXIE LIED OK!"

The Ursa let out a bellow of rage as it stomped forward. With yelps of panic they dodged out of the way only for the creature to smash Trixie's home beneath its feet.

"No!" Trixie wailed as the place that was her home was reduced to mere broken pieces of trash heap. Bellowing in rage Trixie's horn flared to life as she picked up every sharp or blunt object she could and hurled it at the beast.

Everything. Everything she had fought for. Everything she had worked for. Her self-worth. Her image. That Caravan to which she paid for signified her struggle and it was gone now. Trixie much to her horror realized her attacks were only irritating the Ursa not to mention it was much faster than its size dictated. She then her best to leap out of the way only to be caught by half of the creature's paw and send flying like a rag doll.

Pain. Nothing but pain coursed through Trixie as it felt like her body wouldn't move.

Trixie found herself paralyzed in fear. The Ursa Major hovered over her, paw raise as it readied to end her life. Trixie started to cry, tears forming in her eyes and streaming down her distraught face. "Please help! Anypony!" she begged. As the paw came soaring down Trixie closed her eyes, praying for her death to be quick.

Suddenly she found herself scooped up. A sudden jolt, signifying a landing stirred Trixie from her terrified state. She opened her eyes only to see the face of the very stallion from this afternoon. "You…" He set her down nearby as several ponies came running up.

"We don't know the extent of her injuries so someone get her medical attention." Naruto then turned to Bulk Biceps, a muscular Pegasus dressed in workout gear that was as tall as Big Mac but with his body covered in thick layer of bulging muscle and tiny wings. The other was the lime green mint mare known as Lyra Heartstrings dressed in a jean skirt and black hoodie. "Bulk, Lyra, we need to buy the members of the town some time. We need to hold out until help arrives." He ordered as the two joined him.

The sound of the Ursa's roar drowned out the screams and terror of the citizens as the creature continued to invade their town. Everytime the creature attacked Lyra threw up a barrier to cushion whatever she could of the town while Naruto and Bulk who draw its attention in an effort to lead it away from the town.

Much to Naruto's ire the creature's hide was proving to be rather tough. Hand to hand techniques were useless in his current state and he didn't have any weapons. It would take something more along the lines of his most devastating jutsu techniques but that would cause a great magnitude of damage to the town not to mention the possibility of ponies being caught up in it in the ensuing panic.

"NARUTO!"

Naruto turned to see Spike and Twilight running up. "You two get out of here! Its too dangerous!"

"How is an Ursa even here?"

"We can worry about that later, what matters now is getting that creature out of here."

"I can't stop it anymore!" Lyra shouted as she threw up another barrier, sweating cascading down her face when the creature's paw struck her barrier causing it to shatter and causing the mare to fall back from the force of the magical backlash.

"Bulk!" Naruto shouted as the Ursa scored a lucky hit sending the Pegasus flying straight into the hardware store. "Damnit! How are we supposed to stop a thing like this?"

As much as Twilight feared rejection she knew it she didn't do something there wouldn't be anypony left to reject her. Twilight finally got herself ready and used her magic. She used her magic to guide the wind along cattails to create music. It was very soothing.

"Twilight?" The sound of the music drew Naruto's attention to which he sent back to the Ura whom became tired and agitated from the sound of the music.

"Nice use of number sixteen." Spike noted. . Twilight then used her magic to grab the water tower and poured out the water. The tower then goes through the barn.

Twilight then used her magic to place a cap for the tower. Finally, the music manages to subdue the Bear. Twilight then uses her magic to levitate the bear out of town and back through the forests and into a cave. With the threat of the Ursa gone the panicked masses began to come out from their shelters that were created for such emergencies. The citizens of the town cheered.

The other Bearers gathered around Twilight to praise the Unicorn for saving the town.

"Unbelievable!" Rainbow Dash said in awe.

"That was amazing!" Spike said.

"Heavens to Betsy! We knew you had ability, but not that much!" Applejack stated.

"I'm sorry. Please, please don't hate me." Twilight fearfully pleaded as she dreaded her insecurity would come to life.

"Hate you? What are you talking about?" The bearers shared a look of confusion.

"Why, whatever do you mean, darling?" The fashionista asked.

"Well…I know how much you all hated Trixie's showing off with her magic tricks, and I just thought…"

"Whoa, whoa, whoa." Rainbow interrupted. "Magic's got nothing to do with it. Trixie's just a loudmouth."

"Most unpleasant." Rarity added.

"All hat and no cattle." Applejack finished.

"So…you don't mind my magic tricks?" Twilight asked.

"Your magic is a part of who you are, sugarcube, and we like who you are." Applejack assured her. "We're proud to have such a powerful talented unicorn as our friend."

"And after whuppin' that Ursa's hindquarters, we're even prouder." Rainbow Dash.

Twilight gave a smile. "You are?"

"Wow, Twilight! How'd you know what to do with that Ursa Major?" Spike wondered.

"Well that's what I was doing when I woke up this evening. I was so intrigued by Trixie's bragging that I was compelled to do a little reading up on them."

"So it is possible to vanquish an Ursa Major all by yourself?"

"Actually, that wasn't an Ursa Major. That was an Ursa Minor."

"Oh wow, I take it we don't even want to know what a Major is like right?" Naruto guessed to which Twilight nodded. "What would have even caused it to show up here if it was just a baby?"

"I can only assume that it was cranky because someone woke it up." Twilight guessed as she gave the blond a questioning look.

"I assure you Twi my intent was to force Trixie to prove her boasts. I spent this evening meditating I didn't even go into the forest." Naruto promised.

"Then who could have…" she trailed off as a bellow of sadness drew their attention.

"My caravan. Can't believe this…" Trixie looked absolutely heart broken. Despite how much of a pain she was no one deserved to have their equivalent of their home destroyed.

"Well maybe you should have been boasting!"

"Yeah this is Karma!"  
Several other sentiments were mirrored.

"Hey don't you think that's a bit much?"

"She was annoying but that was her home. That's kind of cruel?"

Thankfully some of the citizens had enough sympathy to argue against this way of thinking.

"Look what happened to our town!"

"Yeah if she never showed up the Ursa never attacked."

"Yeah I bet she led it here to try and showed it off!"

"Me? ME!?" Trixie cried out in outrage as she shot up, her eyes sparkling with magic. "TRIXIE DID NO SUCH THING YOU INSUFFERABLE SELF RIGHTEOUS HYPOCRITES! IF YOU WANT SOMEONE TO BLAME THEN BLAME THE TWO BRATS WHO HAD THE BRIGHT IDEA TO BRING AN URSA INSTEAD OF BLAMING TRIXIE!" She roared as she shot a finger in the direction of Snips and Snails who shied away in guilt.

"Snips? Is this true?" Asked an older stallion from the audience he looked to be in his forties, average height and was rather muscular in contrast with his portly son. He shared the same coat color, but with Gamboge colored mane and jet black eyes. Strong Steel was the town's Blacksmith and a stallion who was none for his no nonsense attitude.

With Snips looked down in shame they realized Trixie was telling the truth.

"So Trixie was bragging? So what? That give you lot to try and ruin my show? If you did not like my bragging you could have simply just left or ignore it. Trixie was just merely fulfilling her purpose and earning her living. I swear it Trixie will return." With that she conjured a burst of smoke to hide herself from view. When it cleared, she could be seen running out of town.

"Why, that little…" Rainbow Dash was about to take off, intending to pursue, but was stopped by Twilight.

"Just let her go." The purple mare said. "Maybe someday she'll learn her lesson."

"This shouldn't have happened. We should have been able to avoid all this."

"Yeah if she…" Rainbow Dash began to bad mouth Trixie once more when Naruto cut her off.

"No Rain!" he sharply remarked. "Both sides are at fault."

"What? You can't be saying it's any of our faults that this happened?" Rainbow Dash reverently rebuked the stallion's statement.

"Yes, it is. I understand why you all are upset. I'm not defending Trixie's actions, her attacking the three of you during her performance was way out of line, but the three of you should have been more matured about it. So she was boasting and bragging? So what? She's a showmare. That's her talent, that's her life's ambition and while people like that can be grating did trying to smash her ego justified what happened?" he asked as he gestured to the down. Everypony looked around and winched upon seeing how many buildings were destroyed by the ensuing outcome. Several businesses were going to have to close down for a few days not to mention the town's money was already stretching thin from having to pay for the injuries and damages from the Nightmare Moon incident. "Her career, she could lose it and she lost her home as well. Can you answer me this? Were your intentions noble in that you wanted to help her see the error of her ways and how it could help her or were you doing it because what she was doing was bothering you personally?"

They tried to come up with anything or any argument to refute what Naruto was saying only to realize he was right. Trixie was an arrogant braggart but no one deserved losing their career or their home. Hell if they wanted to be technical Rarity technically did damage to the mare's private property.

"We get it, we aren't exactly innocent either." Applejack reluctantly answered.

"We should have handled the issue with more maturity then we did." Rarity added, feeling ashamed she let herself be baited like some school age filly.

"Hey, if she's willing to apologize for attacking us during her show then we'll settle this issue." Rainbow Dash added.

Naruto let out a relaxed sigh. "Good, hopefully this is an issue we can avoid again. Now we have to focus on fixing up our town."

Mayor Mare than began to calling out to everypony, calling an emergency town meeting to begin making plans on how to manage their resources to repair their town. Snips and Snails meanwhile were being dragged home by their furious and embarrassed parents. There was a real possibility that Hard Steel and the others could lose their business if not their life savings in an attempt to help repair the town out of a sense of responsibility they felt for their children's actions.

"I'm sorry."

Naruto turned and to his surprise it was Twilight. "What are you apologizing for Twilight?"

"You were right; I should have never doubted our friends. I should have known better…I…" She was caught off guard as Naruto flashed Twilight a warm smile.

"It's okay Twilight. When you're ready to talk about it I'm here to listen. In fact I'm sure the others would be happy to learn more about you as well. We're here for you no matter what. Don't blame yourself for why this happen. The others did what they did out of a sense of pride and they could have chosen to walk away, but like I said earlier I am not excusing Trixie's actions. She is just as responsible and could have handled the situation better, but she maliciously attacked and belittled our friends for her own egocentric reasons. So don't hold yourself responsible for what happened. We wouldn't be good friends to you if we forced you to do something you weren't comfortable with. So when you're ready come to us ok?" he finished as Twilight simply nodded, feeling a great deal of pressure being lifted off her mind.

The following morning Twilight Sparkle began dictating a letter to Princess Celestia.

"Dear Princess Celestia, I have learned a very valuable lesson about friendship.", the letter went as follows. "I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off especially when you're standing up for your friends. I also learned another lesson in the form of having faith in my friends. That I have to be willing to trust them in order to build stronger bonds with them and be willing to open my heart up to them to give them the chance to show they care instead of being irrationally fearful of the possibility of being hurt."

"So…" Spike with the mustache from spell twenty five came up after he finished writing the letter that Twilight dictated. " …you finally admit that you're the most talented unicorn in all of Ponyville?"

"Well…" Twilight gave a smile. "…yeah. But it's nothing to brag about. So, uh, how did it go with Rarity?"

Spike groaned, fingering his facial hair. "She didn't go for the mustache.

Twilight waked over to him, "You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself."

"Or…maybe the mustache wasn't enough. Maybe if I had a mustache and a beard."

Twilight groaned. "Not this again!"

"Okay. Imagine me with a nice long Fu Manchu-type beard. Or maybe a goatee…oh, no, a soul patch!"

Meanwhile deep in the Everfree forest Trixie began to stir. She opened her eyes and looked around, wondering just where in the Tartarus she was. Last thing she remembered she was running from a Manticore whose hunting grounds she had stumbled across and the next thing she knew was darkness. "So you're awake?"

Alarmed Trixie turned to see another mare, a Unicorn standing at the entrance of the cave. "W-Who are you? How did Trixie get here?"

"You were lucky I stumbled across you. I saved you from the Manticore. Allow me to introduce myself, my name is Night Shade. I didn't think many were foolish to travel into the Everfree without preparations."

"Trixie is no fool!" she angrily snapped. "She…she's just down on her luck. Those rotten ponies in Ponyville ruined everything. Those stupid hecklers, that infuriating stallion and that damn lavender mare. They ruined everything."

A menacing smile formed on Night Shade's face. "You wouldn't happen to mean Twilight Sparkle would you?"

Trixie's eyes widened in surprise. "You know of her?" She narrowed her eyes. "Are you from Ponyville as well?" she asked as Night Shade sneered in disgust.

"From that Mud Ponies town?" she spat out. "Don't make me laugh." Trixie winced slightly at the racist term. She wasn't a tribalist and wasn't comfortable with such ideals. Night Shade caught herself, realizing she could be alienating a potential ally.

"Sorry, parents were rather traditional and it kind of rubbed off. Let's get on another subject matter. I understand your dislike of the Ponyville ponies. They also ruined something important to me and I want my revenge as well? Miss…?"

"Trixie," The showmare answered. "How do you plan on getting revenge?" considering her anger and sadness was still fresh Trixie was easily swayed at any idea to get back at the town.

"Tell me Trixie, have you ever heard of a magical artifact by the name of the Alicorn Amulet?"


	19. A Friend in Need!

**Summary for the Chapter:**

> In which Naruto finds himself growing both to Twilight and Fluttershy.

Equestrian Heroes

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Naruto x ?

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Story Start

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Within Canterlot castle a presence travels along the darkened shades reflected off the light of the moon. The presence moved like liquid as the very atmosphere around it dimmed and bent the light in the area. It shifted and composed itself into a humanoid shape as it composed itself in front of a statue. The creäture seemed to be a mixture of a dragon, goat, and other species with a long serpentine body with a few cracks within the stone statue.

"It appears much more is needed. The summit of the nation's leader shall be a venerable place to cause more Disharmony. If not for the death of the others I would not have even considered this so consider yourself lucky…brother."

The faint sound of noise echoed from the Sugarcube Corner bakery. "Son of a…" Naruto hissed as he clutched his hand in pain. He had misjudged how far he was from one of the ovens and burned himself.

"Oh my Narry are you okay?!" She quickly hurried over to Cheese Sandwich. The very first thing, she did was look at his hand carefully.

"I'm fine…nothing serious."

"No words! Let madam Pinkie cure you!" Pinkie said in a serious tone, bringing his hand closer to her. Pinkie then kissed his hand gently. "You all better now?" Pinkie asked in a rather, cute and concerned tone.

"You're worse than Rain." Naruto murmured as a blush colored his cheeks. At least Rainbow Dash shared her raunchy sense of humor to many unfortunate victims. Sparing no one from one of her jokes if that pony happened to end up in an embarrassing situation or made a flubbing of their words, but for some reason he seemed to be Pinkie's receptacle for all of her teasing and such.

"Aaw, am I the reason you're blushing like that?"

"Can we finish focus on the baking?" It took more willpower than Naruto felt was necessary to prevent himself from whining. It was rather early and he had a few things to do.

"I'm just teasing you!" Pinkie giggled.

'Someone that cute shouldn't be devious.' Naruto thought before quickly changing up what he thought. 'No not cute…devious. Devious and evil with her trolling ways.

"Now back to the baking!" With an exaggerated land ho gesture Pinkie Pie began to happily bounce her way to the other side of the kitchen. Thankfully it didn't take long for them to make the batch of muffins thanks to how proficient of a baker Pinkie Pie is.

"So Narry, what are your plans for today?" Pinkie Pie wondered as the blond brought out a tray of muffins from the oven to cool on the counter.

"After I visit Bulk and Lyra in the hospital I'm going to meet up with Twilight at my house to continue a project I've been working on. In fact the two of us are even going to the park to relax. If you want you come could join us tomorrow, I don't think Twilight would mind it much.

"Well that sounds rather fun. If the cakes don't need me I'll be sure to be there. " She said as she waved the blond off. Naruto made a bee-line to the hospital to visit the two ponies whom neither thankfully were going to be staying in the hospital long. Bulk's rather tough hide absorbed most of the damage caused to him by the Ursa's strike allowing him to come out from the incident with a few busted ribs and dislocated shoulders along with some scratches.

Lyra got off even lighter thanks to merely just suffering from a case of magical exhaustion that was rather easy to remedy with a few days of relaxing and not using her magic. After dropping off the consumables he made his way back to his home where Twilight had just arrived outside his home with the supplies he requested. "Thanks for bringing over these supplies on such short notice Twilight." Naruto was working desperately to get back to his old level of strength. The issue of the sealed Ashby was hanging over his head along with bits of information he had retrieved not only from Rainbow Dash, but Luna's only vague recollections.

There were at least two of Nightmare Moon's elites still out there, one Pegasus and a Unicorn along with the escaped criminals. A good deal of them tended to become bandits. Wild and destructive, they seemed to taking residence in the country side with theft, assault, and other such crimes becoming more rampant among trade routes. That on one hand was only based on the knowledge that they knew and it was known that the unknown enemies were far more dangerous. What were they planning? What resources did they have?

Those questions along with others were motivating Naruto to essentially recreate and redefine the art of Ninshuu and Ninjutsu more befitting of an Equine. He was already working on the theories of chakra he had learned from Hagoromo when the latter had thought him his reincarnation technique, but no matter how much Naruto had grown and matured he was not a scholar or theorist. A battle genius yes, but when it came to divining that one true answer it was out of his league, meaning that he would come to a point where he would need help from say someone like Celestia whose wisdom was both vast or ancient or a pony like Twilight who was without a doubt a much sharper thinker than he was on defining such subjects.

"No problem, I was glad to help." The Unicorn levitated the various writing supplies. She couldn't help, but wonder what Naruto was working on. She sure it had something to do with those scroll things Naruto was often seen with. Twilight gazed around the stallion's home and couldn't help but take notice how simple it was.

Sure there was furniture in nearly every room, but the atmosphere felt more like a place. Those things one should have instead of any atmosphere that conveyed the feeling or sense of a home.

"If you wouldn't mind setting them on the table." He said gesturing to the table where he had some of his latest scrolls and ink bottles at. There was one scroll tightly wrapped and tucked to the side of the corner.

"You spend a lot of time making these scrolls. Are you an artist of sorts?" After all scrolls weren't commonly used by most common ponies. Instead being used for events or as a formal means of communicating in a political or military setting. n Equestria unless it connected to a historical event or they were put on displayed for a museum.

"I use them for various things. Information and theories that are incredibly important that I solive."

"Can I read them?" she asked with a hint of curiosity at the idea of the theories the blond was talking about only for Naruto to hastily gather them.

"Nah-uh, sorry, I'm not finished with them yet. These scrolls are very important to me and I don't want to risk them being damaged." He said as he set them in a cabinet. He turned to see that she was a bit disappointed.

"Once I'm doing with the scrolls I'd be happy to go over some of their content with you."

Her face lit up and she smiled. "Thanks Naruto, I'm really excited to see these ideas you wanted to show me." Twilight wanted to figure out what the blond was hiding things to her determination streak. .

"I could say the same about that magic of yours. I'd love to see more of what you'll be able to learn. Anyway I'm going to take a shower feel free to make yourself at home."

Some time had passed and Twilight had already quickly read through the first of the few books Naruto had on his self. Twilight waited for Naruto to get done shower and a good deal of time past. She started to grow anxious and her attention turned back to the scrolls. She couldn't help but grow curious about what was within the scrolls. Twilight knew she shouldn't, but a quick little peek wouldn't hurt would it?

Carefully Twilight opened the cabinet and brought out a few of the scrolls. After all she was a very curious pony by nature and one of the things she enjoyed was learning. Upon reading the scrolls she realized she didn't understand its contents at all. "Ok…this might be a little more difficult than I thought." She thought to herself as she levitated a piece of parchment to take down some notes. Twilight was so lost in the notes she didn't notice the sound of the running water stopping.

"Twilight…what are you doing?"

Twilight jolted, her loss of concentration caused the ink bottle she was bringing over her spill over the scrolls.

Naruto dashed to the table as he scooped up some of the ruined scrolls. It had taken him days to come up with the numbers along with weeks to being able to afford and gather material. Months until he finally felt comfortable enough to use hooves all that time. Naruto couldn't help but feel both hurt and angry.

Twilight meanwhile wore a look of shock her face. Her ears were folded down on her head, and were shaking her head from side to side, tears welling up in her eyes. "I…I'm so sorry Naruto. I…I can replace the material and…and I can help."

"You've done enough. " The tone the stallion used came out much colder than he intended.

"N-Naruto." The remorse could be heard in her cracking voice as her shoulders dropped and she timidly looked upon the blond.

"I spent weeks on that and you just go and muck it up." This time his voice was decidedly angry.

"I didn't mean…"

"What kind of friend would do something like this? Just leave." The comment came off much meaner than the blond would ever attend for a war. The progress he made wasn't something he could so easily replicate. After all, there was a reason why he had so many scrolls and random theories. They were concepts he planned on revisiting. Naruto winced at the sound of a slammed door and the faint sound of crying in the distance.

"I'm surprised by how harsh you were to that pony."

"She ruined my hard work. I didn't intend to come off as so mean, but I was just so angry."

"Recreating your progress shouldn't take that long, should it?"

"It'll set me a day or two to remember and write up everything again." Twilight's distraught face came to his mind. While Naruto was upset he didn't want his friendship with Twilight ruined over it. All he would need is a nice long walk to cool then he would find and apologize to Twilight. He cursed himself for losing his cool like that. Especially so soon after Twilight's fearful revelations of her losing a friend over something he did. The more he thought about it the more shameful he felt for allowing himself to lose control of his emotions like that.

He trekked within the forest and away from his home. Minutes passed as Naruto tried and fail to come up with an apology to Twilight. He was trying to come up with something sincere beyond a mere I'm sorry, but nothing came to mind. He arrived to the library hoping that Twilight would be willing to listen to him.

Naruto knocked on the door. The door suddenly swung open. "Put'em up!" Naruto literally could not react as the dragon attacked him. Despite his gusto Spike's attacks were quite ineffectual as Naruto was able to react and move faster than Spike can punch.

"Spike…spike listen." He tried to reason with the angry dragon.

"You're going to pay for making Twilight cry!" he shouted at him as he maneuvered Naruto into a corner by a bookcase.

"Spike listen I didn't mean…" the sound of a bite and the sensation of teeth caused Naruto to pause in mid-sentence. With a yelp he swung his limb, sending Spike flying into a bookcase, causing an avalanche of books to fall on them. Naruto hurriedly rushed over and cleared the books.

"You jerk; picking on mares isn't good enough? You have to attack poor, defenseless baby dragon too?" Spike accused the blond despite the fact in any other situation he would be offended at the claim of being a baby.

'Defenseless my foot' he silently remarked as he glanced at the bite marks. "I didn't mean to hurt Twilight, Spike. Just let me explain my side." He pleaded in hopes that Spike would stop attacking him long enough for him to explain his side.

"Alright, but if you try anything funny." He threatened while giving the blond the stink eye.

Naruto rolled his eyes and suppressed a sigh. "Trust me, I won't." he said as he explained what happened in detail.

Currently Twilight's face was in the large white poufy pillow of her bed. Tears streamed down her cheeks, dampening her fur and the pillow and bed sheet. She sobbed loudly into the pillow. 'Twilight its Naruto.' Hearing his voice on the other end drew her attention. Her face left the pillow. "Listen, I'm sorry about what happened. I didn't mean to come off as so cold or to insinuate you weren't a real friend. I was wrong for getting so angry and risking our friendship over an accident. I don't want you to ever think I would give you up as my friend because of something like that. You're feelings are more important to me than some scrolls so please don't cry anymore and I'm sorry. That's all I wanted to say I'll leave you two alone now." Naruto left after the apology, wanting to give the Unicorn some space.

Naruto walked by Spike with a nod as he wordlessly left the library leaving the young reptile a Dilemma. On one hand he was his rival for Rarity's affection, despite the obvious fact that Naruto was completely blind to the mare's affections and Rarity's own willingness to blind herself to her feelings out of fear of what that meant to the nature of their relationship on the other hand Naruto treated Spike as simply just another friend and didn't make things awkward by one way or another bringing up that he was a dragon. That was pretty cool.

At best the two of them were casual acquaintance who knew and interacted with each other when Twilight was there than having any genuine guy bonding time. Spike then realized he was going to have to get to know more about this rival of his if he was going to form an opinion.

Despite being able to give his apology Naruto still felt in a crappy moodHe was about the third of the way home when he heard voices.

His attention was furthered garnered when they got louder. "I should have known a failure like you wouldn't have any money." Though he didn't recognize the voice he couldn't mistake the sound of that crying.

He got closer and saw some pony he had never seen before was accosting Fluttershy. His mane and tail were of a russet color with his coat being the complexion of olive. He was wearing a dirty white T-shirt and ripped blue jeans and was built like your usual Pegasi, but far more lanky with his head sort of lop-sided.

Naruto didn't know what this stallion's deal was; all he knew was that he wanted to get him away from Fluttershy. "Get away from her!" Naruto shouted as the olive Pegasus seemed to register his voice before making a mad dash at him. Naruto immediately reacted and punched the crazy pony sending him flying across the field and landing with a thud.

"Fluttershy. Are you okay? Can you move?"

Fluttershy looked at him, tears streaming down her face, she was bleeding a bit from her nose and her face was also slightly bruised not to mention the outfit she was wearing had dirty stains and ripped around the shoulder area where it looked like the fabric was yanked.

"Who the hell are you? Another pathethic friend of Fluttercry's?" the Pegasus taunted. "Figures a loser like her would hang out with wingless hacks."

Naruto let out an inhuman snarl as the air around him grew hot. For the first time in years his eyes turned into those familiar crimson slips of a feral animal. Ever since his partnership with Kuruma the malevolence that tainted the chakra had essentially vanished. There had been only one other time he had been this angry and he had killed the one responsible. "Leave…NOW!" It took all of his will power to suppress the very urge to kill the pony. If there was anything that could trigger Naruto giving in to murderous impulses it was hurting Fluttershy. Unlike with Rarity he didn't think he could forgive himself if he traumatized her further by taking a life in front of her eyes.

Fluttershy was so gentle and sweet it was inconceivable that anyone would bare her any ill-will.

The idiot wisely chose to leave. Naruto scooped Fluttershy up and placed her on his back. He made the trek back to her cottage, seeing as it was closer. During the trek Fluttershy seemed to slip between falling asleep to being awake and unfocused.

Naruto nearly bust down the door when he arrived to the cottage. His arrival startled her animals who immediately readied themselves for a fight. "Guys please…I…I need your help." He wasn't sure if they understood him. He was never a person who got along with animals after all. "Fluttershy's hurt…and…" He had to keep calm for Fluttershy's sake. To Naruto's surprise Angel was the first to step forward and suffice to say Naruto wasn't used to the rabbit showing any other expression besides a grimace. "Angel, don't give me shit. I get it, you don't like me or anypony at all for that matter, but please, Fluttershy needs help, doesn't that mean anything to you at all?"

The pony had been right; Angel simply did not like most ponies or anyone for that matter. One of the few creatures he asked cared about, even if he was a brat to her was in the stallion's hands and needed help even If Angel could care less about the stallion his mama needed his help. Angel seemed to communicate with the other animals before pulling at Naruto's leg to lead him somewhere.

He placed Fluttershy on the bed as the animals soon returned with medical supplies. It would have been impossible not to pick up some first aid considering the people in his life. Naruto got right to work, disinfecting her wounds and wrapping them up with bandages.

"Sorry, but I have to make sure its tight." Fluttershy's eyes began to tear up a bit. He looked at her, and brought his hoof to her head and gave a gentle rub.

"I…I understand."

"This shouldn't have happened." He softly muttered himself. What would inspire somepony to do such a thing?

"I-t's okay. Y-You saved me from that bully w-who was trying to m-mug me." Maybe it was because how safe she was now or perhaps how vulnerable she was and felt the need to be close to somepony. Whatever the reason Fluttershy hugged Naruto, startling the blond quite a bit. She blushed a bit and whispered into his ear. "You're my hero."

For as long as Naruto remembered he considered Fluttershy like a little sister. He never had a sibling and as a result interpreted the feeling of always wanting to protect Fluttershy as a big brother would, but at that moment he realized something. Fluttershy reminded him of his wife that sweet and gentle nature that she had along with the drive to help those around her except for one thing.

Fluttershy never had someone to inspire her to seek courage and grow. She never had someone to stop her from going the wrong way. Yes, she had friends, that much were true, but she didn't have someone to give her the confidence to grow.

"Will you…will you be okay?" he asked as her hold on him tighten.

"Can you…can you please stay?" Right now Fluttershy really needed a friend. Naruto's warmth and presence took her mind off the awful memories of her fillyhood that was resurfacing. Some time had passed and before she knew it Fluttershy began to drift off. The sound of his heart beat and his warmth put her at ease enough for her to go to sleep.

Angel the ever vigilant watcher watched the scene unfold. For some time he had figured that Fluttershy's crippling shy nature would prevent her from finding a mate that would be good for her. It seemed like the stallion with her was at least adequate in some regards. As for the others, well, he was going to have to test him to see if he was worthy.

Sometime would past and after the day's tiring events Naruto would soon fall asleep as well.

"Fluttershy... Time to wake up Fluttershy." As she started to stir, she was clearly relaxed and didn't realize that she had fallen asleep. "Wha...What happened? Did I fall asleep?" She asked while looking up at him sleepily.

"Its morning." He said as Fluttershy softly gasped.

"Oh my. Did I keep you here all night? I'm so so so sorry. I didn't mean..." Before she could continue her endless stream of apologies Naruto cut her off.

"Its ok. I already fed your animals." Which in itself was a difficult task. How the hell was anypony capable of deciphering twelve the difference between twelve types of seeds that looked alike. "Breakfast is downstairs and I contacted Rarity and she'll be here soon."

"Thank you…" After ensuring that Fluttershy was indeed fine Naruto left back to his own cottage with promises to return soon to check up on her.

"Naruto!"

To his surprise Twilight was coming towards him wearing a saddle with scrolls sticking out of them. "Twilight." The two paused, their eyes met as an awkward silence occurred between them.

"I'm sorry." Both of them spoke.

"I…I didn't mean to come off as so harsh with you."

"No its my fault. You asked me not to bother your scrolls and I didn't listen. I don't blame you for being mad."

"Still, its just some silly pieces of parchments."

"Actually…that's what I'm here about." With a dazzling smile Twilight's horn glowed as she levitated some of the scrolls. "Check it out." She insisted as Naruto grabbed one of the scrolls and opened it.

"I…what…how?" Naruto asked in awe. The hand writing couldn't have been his because it was far too neat, but all the sealing code matched up perfectly.

"I remembered all the content of scrolls down to the very detail. So I copied them and recreated them from scratch. Also…" she levitated the rest of the scrolls. Naruto grabbed one and opened it. His eyes skimmed over and he gasped in awe.

"That…the solution…how?"

"W-Well…your magic…or chakra as you called it in the scroll kind of reminded me of how unicorns channel their magic. So I did some research and see if those gates you mentioned matched anything in Unicorn biology. I wrote up some notes and made theories based off a pony's biology and adjusted the notes to match. Did I…did I do okay?"

"Okay?" he shouted. In his happiness Naruto ran over and pulled Twilight into a hug. "You're freaking amazing Twilight." He was such an idiot. Why didn't he account for the biological differences between human and an Equine's body? Since he didn't have magic like a Unicorn he supposed the idea never occurred to him.

"Y-You're welcome." Twilight Sparkle was stunned by the display. She wasn't used to such affectionate displays by anyone who wasn't family or the Princess. Especially not members of the opposite gender and as such she couldn't help but blush.

Regaining his senses Naruto brought the hug and looked a bit bashful. "S-Sorry…got carried away. Twilight, think that maybe we can work on some of my theory when you have time?"

A bright smile formed on Twilight's face. "I'd like that. I'm curious about these human creatures and this chakra you had written down. I don't think I read anything about either of them."

"I'd be happy to tell you."

Unknown to the two of them Spike had followed after Twilight whose only explanation to him was that she needed to talk to Naruto. Happening upon the scene sparked an idea in Spike's head. He could kill two birds with one stone. If he hooked Naruto and Twilight up his sister in all and blood would have a nice and caring special somepony and that would make him wooing Rarity all the more easier.

'Spike my man you are a genius.' He happily thought to himself.

Like before Twilight Sparkle dictated her latest letter to the princess on what she learned.

Dear Princess Celestia,

I learned two important lessons today. One about having respect for each other's property. If you're not careful accidents can happen and you can end of destroying something very valuable to someone. Also a true is always willing to apologize and to let bygone be bygones. This incident taught me that an argument or emotional outburst cannot sever the bond of true friends.


	20. Side Chapter Rainbow Interview!

**Summary for the Chapter:**

> In which Naruto and Twilight interview their second friend Rainbow Dash.

Equestrian Heroes

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Naruto x ?

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Story Start

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With Rarity done it was time for them to move on to the next pony to interview. Having had to work out everyone's schedule because of their career there were only certain points in the day that each of them could be interviewed.

As such that meant Rainbow Dash would be the next to be interviewed considering that maintaining the weather patterns for a small town like Ponyville could be handled with a well-trained team in a matter of a few hours if they get started early enough.

With her usual energy and enthusiasm Rainbow Dashed strolled into the library and took her seat. "So Rainbow Dash you ready for the interview?"

"Course I am. Now all my adoring fans can finally have some of the answers to their questions answered." Rainbow Dash answered as she began to go into her own fantasy.

"The ponies in our head aren't real Rain. They are figments of your ima…" Naruto found himself cut off as a quick slap from Rainbow's wings cut off the verbal jab before it could be finished. Twilight looked rather alarmed at what happened, but Naruto merely turned to face her, clutching the back of his head as he grinned. "Rain hitting me is just another one of our little jokes. Rain here likes to beat up on poor defenseless stallions like myself who can't defend themselves." He playfully teased as Rainbow Dash folded her arms and snorted.

"Defenseless my right flank." She shot back at the stallion as Twilight was alarmed again, this time by the use of the Pegasus language. Considering that Twilight was rather educated and thought of herself as an amateur scholar she never found herself using such terms or forms of slang.

Loudly Twilight cleared her throat to gain their attention.

"Right the interview. You ready rain?"

"Whenever you're ready," Rainbow Dash shrugged coolly.

"Now the first question we have is do you have any nicknames or aliases that you use? Maybe for your career or for any other professional or personal reasons?"

"Besides Dash and Rain not really? I don't have much need for false names or nothing like that. "

Twilight made a note of the nicknames.

"What about your date of birth?"

"August 17th, 2001 AD. Keep them coming."

"Now your height?" As soon as the question left Twilight's lips Rainbow Dash's face tightened into a scowl.

"Part of the questioning Rain." He stated to the Pegasus hoping that Rainbow Dash wouldn't let the review fall into a somber experience because of the sore spot.

"Five foot-seven inches." She murmured as she suddenly found the table interesting. Twilight looked up from her pad and met with Naruto.

"Sensitive about her height." He whispered to her to which Twilight nodded in understanding.

"Okay Rainbow we're moving on to the next question. How much do you weight?"

"One-hundred and twenty-one pounds," This time Rainbow Dash answered a bit more lively.

This time Naruto spoke up. "Okay, would you be willing to identify your cute mark for us?" he asked, hoping that Rainbow Dash wouldn't take this opportunity for one of her lewd jokes. Unfortunately Naruto knew her all too well.

"Well it's a tri colored thunderbolt with the colors of red, blue, and yellow inside said thunderbolt." Rainbow Dash took the opportunity to stand up and pull down her pants enough to flash the blond. "Been dying to see this for a while right?" she finished with a wink as Naruto blushed furiously and looked away.

A faint blush dusted Twilight's cheeks as she felt like she was intruding on something rather personal.

"I'm pretty sure Twilight doesn't want to see your plot Rain. Will you quit messing around?" he said as Rainbow Dash retorted with a raspberry. "Meh you're no fun."

Naruto was inwardly cursing the Sun Goddess known as Celestia and considering creating a faction in the name of Luna to praise her name. Surely Luna was not a pony who was an infamous prank puller right?

"We need…well we need…" A moan escaped Naruto's lips as he clasped his face with his right hand.

"What Naruto is trying to say is your measurements are needed to answer the next question." Twilight explained as her focus now seemed glued to her note pad.

"I don't know Twilight," a smirk adorned Naruto's lips. "Seems less like questions for the princess and more like wan…"

"Don't you finish that statement miss little sunshine!" Naruto interrupted her with a verbal jab whose meaning went over Twilight's head. Whatever that meant it was enough to make Rainbow Dash blush and Naruto to grin triumphantly. Twilight was sure of one thing.

Her friends were weird.

"Alright, as for my measurements Thirty-two C for my bust, Twenty –six inches for my waist, and thirty-six for my hips. Really odd question if you ask me."

"With those out of the way," Twilight cut in. "Now to ask you some questions about your Education."

Rainbow Dash's postures physically changed upon hearing that going as far as going stiff. "I don't want to talk about that, go on to the next question."

Twilight was about to bring up the question as to why Rainbow Dash didn't want to mention that when Naruto cut her off.

"Your occupation then? Head of the Ponyville Weather Patrol right?"

Rainbow Dash nodded as she flashed the blond a grateful smile.

Despite being a bit miffed at something like education being glossed over Twilight decided to respect the mare's wishes.

"Economic status?"

"I do pretty well. I mean the pay is your average Weather Captain's salary so its decent enough to live off of, but I don't expect to be taking any lavish vacations or nothing like that any time soon. Not to mention I live in a cloud home so that's pretty convenient in terms of not having to worry about most of the taxes and such that comes with a house.

"Are there any illnesses, allergies, or injuries in your medical history?"

Rainbow Dash leaned back in her chair and began tapping her chin. "Well there was that wing injury I had a week ago. Busted a few ribs a few months ago. Oh there was the time I smashed my hand and let me tell you something that really sucked." Rainbow Dash spent the next few minutes listing off her rather accident prone injuries. As for any series illnesses or allergies nothing came to mind for the mare.

"Now is there any event in your history that deals with any possible criminal activity or crimes committed?"

"No, definitely not." Rainbow Dash answered seriously and decisively. She then shot a glance at Naruto. "Hey Twi, don't take this the wrong way or anything, but you think I can talk to Naruto alone for this next part. You're my friend and all, but its really kind of personal you know." Rainbow Dash softly pleaded.

A bit concerned Twilight had to stop herself from asking what it was. If it was personal enough that Rainbow Dash didn't feel like sharing with her at the moment she didn't have much choice, but to respect her wishes.

"O-Ok. Call me back when you finish the discussion of that particular topic then."

"Thanks, only take about ten minutes top." Rainbow Dash promised as Twilight merely nodded, got up, and decided to head into the kitchen to make something. By the time Twilight returned she couldn't help but notice Naruto made some notes on his past and she got a glimpse of the first few letters, FLIG, to which Twilight wondered if the incident she didn't feel like talk about had to deal with flying?

Either way it didn't matter as Naruto asked her what question they were going with next bringing their focus back to the interview which was still on going.

Finally it was going on near Two P.M. when they finally finished. "Is there anything else you wish to know?"

Twilight finished writing down what she needed to before smiling. "Well, then. That's all. Thank you for the time. "

"Hopefully the next time we have this little get together it won't take as long." Rainbow Dash stood up and yawned, stretching both her arms and wings. "That entire interview sucked the energy out of me."

"Yeah, yeah, go find a cloud to laze on," Naruto said as Rainbow Dashed nearly stuck her tongue out at the blond before saying goodbye and taking flight outside of the library. With the Prism Mare done that left three more to go.


End file.
